You are cordially invited to attend a special meeting of the shareholders of Radius Recycling, Inc. (“Radius”). The special meeting will be held online on [•], 2025 at [•], Pacific Time (the “special meeting”). The special meeting will be a virtual meeting as authorized by the Radius board of directors (the “Radius Board”), conducted exclusively via live audio webcast at https://www.virtualshareholdermeeting.com/RDUS2025SM. There will not be a physical location for the special meeting, and you will not be able to physically attend the meeting in person. To attend the special meeting at https://www.virtualshareholdermeeting.com/RDUS2025SM, you must enter the 16-digit control number on your proxy card or voting instruction form that accompanied your proxy materials.

At the special meeting, Radius shareholders will be asked to consider and vote on a proposal to approve the Agreement and Plan of Merger, dated as of March 13, 2025 (as amended or modified from time to time, the “merger agreement”), among Radius, Toyota Tsusho America, Inc. (“TAI”), and TAI Merger Corporation (“Merger Sub”), a wholly owned subsidiary of TAI. Subject to the terms and conditions of the merger agreement, Merger Sub will be merged with and into Radius, the separate corporate existence of Merger Sub will cease, and Radius will survive the merger as a wholly owned subsidiary of TAI (the “merger”).

If the merger is completed, Radius shareholders will have the right to receive $30.00 in cash, without interest and subject to applicable withholding taxes, for each share of Class A common stock, par value $1.00 per share, of Radius (“Radius Class A common stock”) and for each share of 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”), other than dissenting Class B shares (as defined in the accompanying proxy statement), that they own immediately prior to the effective time of the merger, which represents a premium of approximately 114.59% over the closing stock price of Radius Class A common stock on March 12, 2025, the last trading day prior to the announcement of the execution of the merger agreement. Approval of the proposal to approve the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of Radius common stock (with the holders of shares of Radius Class A common stock and shares of Radius Class B common stock voting together as a single class) entitled to vote at the close of business on the record date (as defined in the accompanying proxy statement).

Radius Class A common stock is listed on the Nasdaq Global Market (“Nasdaq”) under the symbol “RDUS”. The closing price of Radius Class A common stock on Nasdaq on [•], the latest practicable date before the printing of the accompanying proxy statement, was $[•] per share.

The Radius Board has reviewed and considered the terms and conditions of the merger and unanimously (a) determined that the merger and the other transactions contemplated by the merger agreement are advisable and in the best interests of Radius and its shareholders, (b) approved and declared advisable the merger agreement, the merger and the other transactions contemplated by the merger agreement, (c) authorized and adopted the execution, delivery and performance of the merger agreement by Radius, (d) recommended the approval of the merger agreement by the holders of Radius common stock, and (e) to the extent necessary, adopted a resolution having the effect of causing the consummation of the merger not to be prohibited by any state takeover law or similar applicable law that might otherwise prohibit the merger or the transactions contemplated by the merger agreement and directed that the merger agreement be submitted for approval by Radius shareholders at a meeting of Radius shareholders. The Radius Board made its determination after consultation with its outside legal counsel and its financial advisors and consideration of various factors, as more fully described in the accompanying proxy statement.

The Radius Board unanimously recommends that you vote “FOR” the proposal to approve the merger agreement.

At the special meeting, shareholders will also be asked to vote on (a) a proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid to Radius’ named executive officers

in connection with the merger, as required by the rules adopted by the U.S. Securities and Exchange Commission (the “named executive officer merger-related compensation proposal”), and (b) a proposal to adjourn the special meeting from time to time, as determined in accordance with the merger agreement by the Radius Board, including for the purpose of soliciting additional votes for the approval of the merger proposal if there are insufficient votes at the time of the special meeting to approve the proposal to approve the merger agreement by Radius shareholders (the “adjournment proposal”).

The Radius Board unanimously recommends that you vote “FOR” each of these proposals.

The Radius Board is soliciting your proxy to ensure that a quorum is present and that your shares are represented and voted at the special meeting and any postponement or adjournment thereof.

If your shares are held in “street name,” you should instruct your broker, bank or other nominee how to vote your shares on each proposal in accordance with your voting instruction form.

The merger cannot be completed unless Radius shareholders approve the merger agreement. Your vote is very important, regardless of the number of shares you own. Whether or not you expect to attend the special meeting online, please submit a proxy to vote your shares over the Internet or by telephone pursuant to the instructions contained in the accompanying proxy statement or complete, date, sign and return a proxy card as promptly as possible to ensure that your shares may be represented and voted at the special meeting. If you receive more than one proxy card because you own shares registered in different names or addresses, each proxy should be submitted. If you attend the special meeting and vote online, your online vote will revoke any proxy previously submitted. If you fail to both return your proxy and attend the special meeting online, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote “AGAINST” the approval of the merger agreement. Similarly, if you hold your shares in “street name” and fail to instruct your broker, bank or other nominee how to vote your shares, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote “AGAINST” the approval of the merger agreement.

The obligations of Radius, TAI and Merger Sub to complete the merger are subject to the satisfaction or waiver of certain conditions. The accompanying proxy statement contains detailed information about Radius, the special meeting, the merger agreement, the merger, the named executive officer merger-related compensation proposal and the adjournment proposal. A copy of the merger agreement is attached as Annex A to the accompanying proxy statement and incorporated therein by reference. Radius urges you to, and you should, read the entire proxy statement carefully, including the merger agreement and the other annexes and the documents referred to or incorporated by reference in the accompanying proxy statement. You may obtain additional information about Radius from documents it has filed with the U.S. Securities and Exchange Commission.

If you have any questions or need assistance voting your shares of Radius common stock, please contact Innisfree M&A Incorporated, Radius’ proxy solicitor, by calling (877) 687-1873 (toll free from the United States and Canada) or +1(412) 232-3651 (from all other locations). Banks and brokers may call collect at (212) 750-5833.

Neither the U.S. Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved of the merger, passed upon the merits of the merger agreement or the merger or determined if the accompanying proxy statement is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated [•], 2025 and, together with the enclosed form of proxy card, is first being mailed to Radius shareholders on or about [•], 2025.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING ONLINE, PLEASE SUBMIT A PROXY TO VOTE YOUR SHARES OVER THE INTERNET OR BY TELEPHONE PURSUANT TO THE INSTRUCTIONS CONTAINED IN THE ACCOMPANYING PROXY STATEMENT OR COMPLETE, DATE, SIGN AND RETURN A PROXY CARD AS PROMPTLY AS POSSIBLE TO ENSURE THAT YOUR SHARES MAY BE REPRESENTED AND VOTED AT THE SPECIAL MEETING. IF YOU RECEIVE MORE THAN ONE PROXY CARD BECAUSE YOU OWN SHARES REGISTERED IN DIFFERENT NAMES OR ADDRESSES, EACH PROXY SHOULD BE SUBMITTED. IF YOU ATTEND THE SPECIAL MEETING AND VOTE ONLINE, YOUR ONLINE VOTE WILL REVOKE ANY PROXY PREVIOUSLY SUBMITTED. IF YOU FAIL TO BOTH RETURN YOUR PROXY AND ATTEND THE SPECIAL MEETING ONLINE, YOUR SHARES WILL NOT BE COUNTED FOR PURPOSES OF DETERMINING WHETHER A QUORUM IS PRESENT AT THE SPECIAL MEETING AND WILL HAVE THE SAME EFFECT AS A VOTE “AGAINST” THE APPROVAL OF THE MERGER AGREEMENT. SIMILARLY, IF YOU HOLD YOUR SHARES IN “STREET NAME” AND FAIL TO INSTRUCT YOUR BROKER, BANK OR OTHER NOMINEE HOW TO VOTE YOUR SHARES, YOUR SHARES WILL NOT BE COUNTED FOR PURPOSES OF DETERMINING WHETHER A QUORUM IS PRESENT AT THE SPECIAL MEETING AND WILL HAVE THE SAME EFFECT AS A VOTE “AGAINST” THE APPROVAL OF THE MERGER AGREEMENT.

You may change or revoke your proxy at any time before the final vote at the special meeting by following the procedures outlined in the accompanying proxy statement.

If you are a beneficial owner of shares held by a broker, bank or other nominee and you wish to vote at the online special meeting, you must bring to the online special meeting a proxy from the broker, bank or other nominee that holds your shares authorizing you to vote at the online special meeting.

To attend the special meeting at https://www.virtualshareholdermeeting.com/RDUS2025SM, you must enter the 16-digit control number on your proxy card or voting instruction form that accompanied your proxy materials. If your shares of Radius common stock entitled to vote are registered directly in your name, you are considered the holder of record with respect to such shares of Radius common stock and you have the right to attend the special meeting and vote online. If your shares of Radius common stock entitled to vote are held in a brokerage account or by a bank or other nominee, you are the beneficial owner of such Radius common stock. As such, in order to vote online at the special meeting, you must follow the instructions provided by your bank, brokerage firm or nominee.

The proxy statement of which this notice forms a part provides a detailed description of the merger, the merger agreement, the named executive officer merger-related compensation proposal and the adjournment proposal, and provides specific information concerning the special meeting. Radius urges you to read the proxy statement, including any documents incorporated therein by reference, and its annexes carefully and in their entirety. If you have any questions concerning the merger or the proxy statement, would like additional copies of the proxy statement or need help voting your shares of Radius common stock, please contact Radius’ proxy solicitor, Innisfree M&A Incorporated, by calling (877) 687-1873 (toll free from the United States and Canada) or +1(412) 232-3651 (from all other locations). Banks and brokers may call collect at (212) 750-5833.

The following are brief answers to certain questions that you may have regarding the merger, the special meeting and the proposals being considered at the special meeting. Radius urges you to carefully read the remainder of this proxy statement because the information in this section does not provide all of the information that might be important to you with respect to the merger and the special meeting. Additional important information is also contained in the annexes attached to this proxy statement and the documents referred to or incorporated by reference into this proxy statement.

This proxy statement 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; 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 Radius’ ongoing business operations due to the merger; the effect of the announcement of the merger on Radius’ 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 Radius 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 Radius’ current strategy as an independent company; 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 risk that the stock price of Radius 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 Radius’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 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.

Radius is a leading North American recycler of ferrous and nonferrous metals with 53 operating facilities across 25 states, Puerto Rico, and Western Canada. Radius sells its products to U.S. and export customers from its locations on both the East and West Coasts of the U.S., the Southeast, Hawaii, and Puerto Rico. Radius’ integrated operating platform also includes 50 stores operating across the U.S. and Western Canada under its Pick-N-Pull brand which sell serviceable used auto parts from salvaged vehicles and receive over 4 million annual retail visits. Radius’ electric arc furnace and rolling mill located in McMinnville, Oregon is vertically integrated with its Pacific Northwest metals recycling operations and produces rebar, wire rod, and other specialty products that are sold to customers primarily in the Western U.S. and Western Canada. Radius began operations in 1906 in Portland, Oregon, where it remains headquartered.

The Radius Class A common stock is traded on Nasdaq under the ticker symbol “RDUS”.

Radius’ principal executive offices are located at 222 SW Columbia Street, Suite 1150, Portland, Oregon 97201 and Radius’ telephone number is (503) 323-2811. Radius’ corporate web address is www.radiusrecycling.com. The information provided on Radius’ website is not part of this proxy statement and is not incorporated in this proxy statement by reference or by any other reference to Radius’ website provided in this proxy statement.

Additional information about Radius is contained in its public filings with the SEC, which filings are incorporated by reference herein. See the section of this proxy statement entitled “Where You Can Find Additional Information” beginning on page 107.

TTC was formed under the laws of Japan in 1948 under the name of Nisshin Tsusho Kaisha, Ltd. as a spin off of the trading division of Toyota Sangyo Kaisha, Ltd. which was established in 1936. In 1956, Nisshin Tsusho Kaisha, Ltd. renamed itself to TTC. TTC is a diversified general trading and project management company. It offers specialty steel products, chemicals, textiles, and logistics services. It trades steel, aluminum, electronic equipment, energy, machinery, construction materials, food ingredients, and other consumer products and services. TTC serves a wide range of customers including machine manufacturers and vendors, textile manufacturers, semiconductor companies, chemical and plastic firms, and companies producing or engaged in the business of beverage, energy, automotive, electronics, and food and agriculture.

TTC’s common stock is listed on both the Tokyo Stock Exchange, Prime Market and Nagoya Stock Exchange, Premier Market, under the codes 8015 and 80150, respectively.

TAI was incorporated in the State of New York in 1961 under the name Toyoda New York, Inc. and is a wholly owned subsidiary of TTC. In 1973, it was renamed as Toyoda America, Inc., and in 1987, Toyoda America, Inc. was renamed as Toyota Tsusho America, Inc. TAI is a trading and distribution company focused on the areas of metals, supply chain management, manufacturing, logistics, recycling, and renewable energy.

Merger Sub is a wholly owned subsidiary of TAI and was formed on March 6, 2025, solely for the purpose of entering into the merger agreement and engaging in transactions of the nature contemplated by the merger agreement. Merger Sub has not engaged in any business activities other than in connection with the transactions contemplated by the merger agreement.

This proxy statement is being provided to Radius shareholders as part of a solicitation by the Radius Board for proxies for use at the special meeting, to be held at the time and place specified below, and at any properly convened meeting following an adjournment or postponement of the special meeting.

The special meeting is scheduled to be a virtual meeting, conducted exclusively via live audio webcast at https://www.virtualshareholdermeeting.com/RDUS2025SM on [•], 2025 at [•], Pacific Time. There will not be a physical location for the special meeting, and you will not be able to physically attend the meeting in person.

At the special meeting, Radius shareholders will be asked to consider and vote on the following proposals:

The approval of the merger agreement by the affirmative vote of the holders of a majority of the outstanding shares of Radius common stock (with the holders of shares of Radius Class A common stock and shares of Radius Class B common stock voting together as a single class) entitled to vote at the close of business on the record date is a condition to the completion of the merger. If Radius shareholders fail to approve the merger proposal, the merger will not occur.

The vote on the named executive officer merger-related compensation proposal is a vote separate and apart from the vote on the merger proposal. Accordingly, a shareholder may vote to approve the merger proposal and vote not to approve the named executive officer merger-related compensation proposal, and vice versa. Because the vote on the named executive officer merger-related compensation proposal is only advisory in nature, it will not be binding on Radius, TAI or the surviving corporation. Accordingly, because Radius is contractually obligated to pay such merger-related compensation, the compensation will be paid or payable, subject only to the conditions applicable thereto, if the merger proposal is approved, regardless of the outcome of the advisory vote.

Other than the matters described above, Radius does not expect a vote to be taken on any other matters at the special meeting or any adjournment or postponement thereof, and Radius has agreed in the merger agreement that no other matters (other than customary procedural matters) shall be brought before the special meeting.

The Radius Board has reviewed and considered the terms and conditions of the proposed merger. After consultation with its outside legal counsel and its financial advisors and after consideration of various factors, as more fully described in this proxy statement, the Radius Board unanimously (a) determined that the merger and the other transactions contemplated by the merger agreement are advisable and in the best interests of Radius and its shareholders, (b) approved and declared advisable the merger agreement, the merger and the other transactions contemplated by the merger agreement, (c) authorized and adopted the execution, delivery and performance of the merger agreement by Radius, (d) recommended the approval of the merger agreement by the holders of Radius common stock, and (e) to the extent necessary, adopted a resolution having the effect of causing the consummation of the merger not to be prohibited by any state takeover law or similar applicable law that might otherwise prohibit the merger or the transactions contemplated by the merger agreement and directed that the merger agreement be submitted for approval by Radius shareholders at a meeting of Radius shareholders. Certain

factors considered by the Radius Board in reaching its decision to adopt the merger agreement can be found in the section of this proxy statement entitled “The Merger Proposal (Proposal 1)—Recommendation of the Radius Board and Reasons for the Merger” beginning on page 46.

The Radius Board unanimously recommends that Radius shareholders vote “FOR” the merger proposal, “FOR” the named executive officer merger-related compensation proposal and “FOR” the adjournment proposal.

Only holders of record of Radius common stock at the close of business on [•], 2025, the record date for the special meeting, will be entitled to notice of, and to vote at, the special meeting or any adjournments or postponements of the special meeting.

Holders of record of shares of Radius Class A common stock and shares of Radius Class B common stock will vote together as a single class and are entitled to one vote for each share of Radius common stock they own of record at the close of business on the record date. At the close of business on the record date, there were [•] shares of Radius Class A common stock issued and outstanding, held by approximately [•] holders of record, and [•] shares of Radius Class B common stock issued and outstanding, held by approximately [•] holders of record.

Under Radius’ bylaws, the presence, in person or represented by proxy, at the special meeting of a majority of the issued and outstanding shares of Radius common stock entitled to vote thereat at the close of business on the record date will constitute a quorum. There must be a quorum for business (other than the adjournment proposal) to be conducted at the special meeting. Whether or not a quorum is present or represented, the chairperson of the special meeting may adjourn the special meeting from time to time to a different time and place without further notice to any shareholder of any adjournment. The Radius Board must set a new record date if the special meeting is adjourned to a date more than 120 days after the date fixed for the original special meeting. Failure of a quorum to be represented at the special meeting will necessitate an adjournment or postponement of the special meeting and may subject Radius to additional expense.

If you attend the special meeting or if you submit (and do not thereafter revoke) a proxy by duly executing and returning a proxy card, by telephone or through the Internet, even if you abstain from voting, your shares of Radius common stock will be counted for purposes of determining whether a quorum is present at the special meeting. In the event that a quorum is not present at the special meeting or additional votes must be solicited to approve the merger agreement, the meeting may be adjourned or postponed to solicit additional proxies.

The approval of the merger proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Radius common stock (with the holders of shares of Radius Class A common stock and shares of Radius Class B common stock voting together as a single class) entitled to vote at the close of business on the record date.

Assuming a quorum is present, approval of the named executive officer merger-related compensation proposal (on a non-binding basis) requires that the votes cast within the voting group favoring the named executive officer merger-related compensation proposal exceed the votes cast opposing the named executive officer merger-related compensation proposal (with the holders of shares of Radius Class A common stock and shares of Radius Class B common stock voting together as a single class) present or represented by proxy at the online special meeting and entitled to vote thereon.

Approval of the adjournment proposal requires that the votes cast within the voting group favoring the adjournment proposal exceed the votes cast opposing the adjournment proposal (with the holders of shares of Radius Class A common stock and shares of Radius Class B common stock voting together as a single class) present or represented by proxy at the online special meeting and entitled to vote thereon.

An abstention occurs when a shareholder attends a meeting, either in person or by proxy, but abstains from voting. At the special meeting, abstentions will be counted as present for purposes of determining whether a

quorum exists. Abstaining from voting will have the same effect as a vote “AGAINST” the merger proposal. Abstaining from voting on the named executive officer merger-related compensation proposal or the adjournment proposal will not be considered a vote cast on, and will have no effect on, the named executive officer merger-related compensation proposal or the adjournment proposal.

If no instruction as to how to vote is given (including no instruction to abstain from voting) in an executed, duly returned and not revoked proxy, the proxy will have the same effect as a vote “FOR” the merger proposal, the named executive officer merger-related compensation proposal and the adjournment proposal.

Broker non-votes are shares held in “street name” by brokers, banks and other nominees that are present or represented by proxy at the special meeting, but with respect to which the broker, bank or other nominee is not instructed by the beneficial owner of such shares how to vote on a particular proposal and such broker, bank or other nominee does not have discretionary voting power on such proposal. Because, under Nasdaq rules, brokers, banks and other nominees holding shares in “street name” do not have discretionary voting authority with respect to any of the three proposals described in this proxy statement, if a beneficial owner of shares of Radius common stock held in “street name” does not give voting instructions to the broker, bank or other nominee, then those shares will not be counted as present, in person or represented by proxy, at the online special meeting. As the vote to approve the merger proposal is based on the total number of shares of Radius common stock outstanding at the close of business on the record date, not just the shares that are counted as present, in person or represented by proxy, at the online special meeting, if you fail to issue voting instructions to your broker, bank or other nominee, it will have the same effect as a vote “AGAINST” the merger proposal. If you fail to issue voting instructions to your broker, bank or other nominee, it will have no effect on the outcome of the named executive officer merger-related compensation proposal or the adjournment proposal.

If you are a shareholder of record and you do not attend the special meeting, sign and return your proxy card by mail or submit your proxy by telephone or over the Internet, your shares will not be voted at the special meeting, will not be counted as present, in person or represented by proxy, at the online special meeting and will not be counted as present for purposes of determining whether a quorum exists.

As discussed above, under Nasdaq rules, brokers, banks and other nominees holding shares in “street name” do not have discretionary voting authority with respect to any of the three proposals described in this proxy statement. Accordingly, if you are the beneficial owner of shares held in “street name” and you do not issue voting instructions to your broker, bank or other nominee, your shares will not be voted at the special meeting and will not be counted as present, in person or represented by proxy, at the online special meeting or counted as present for purposes of determining whether a quorum exists.

The failure to submit a proxy or otherwise attend and vote your shares at the special meeting will have no effect on the outcome of the named executive officer merger-related compensation proposal (assuming a quorum exists) or the adjournment proposal. The vote to approve the merger proposal, however, is based on the total number of shares of Radius common stock outstanding at the close of business on the record date, not just the shares that are counted as present, in person or represented by proxy, at the online special meeting. As a result, if you fail to submit a proxy or otherwise vote your shares at the special meeting, it will have the same effect as a vote “AGAINST” the merger proposal.

If your shares are registered directly in your name with Radius’ transfer agent, you are considered a “shareholder of record.” Shareholders of record can vote their shares of Radius common stock in the following four ways:

Radius provides Internet proxy voting to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. While there is no specific charge or cost to you for voting by Internet, please be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies.

Internet voting online in advance of the meeting and telephone voting facilities will close at 11:59 p.m., Eastern Time on [•], 2025 for the voting of shares.

If your shares are held by your broker, bank or other nominee, you are considered the beneficial owner of shares held in “street name” and you will receive a form from your broker, bank or other nominee seeking instruction from you as to how your shares should be voted. You should instruct your broker, bank or other nominee how to vote your shares on each proposal in accordance with your voting instruction form. If you beneficially own your shares and receive a voting instruction form, you can vote by following the instructions on your voting instruction form. Please refer to information from your bank, broker or other nominee on how to submit voting instructions.

Shareholders who are entitled to vote at the special meeting (and their duly appointed proxies) may attend the special meeting. To attend the special meeting at https://www.virtualshareholdermeeting.com/RDUS2025SM, you must enter the 16-digit control number on your proxy card or voting instruction form that accompanied your proxy materials. You may log into the meeting platform starting at [•], Pacific Time on [Weekday], [•], 2025. The meeting will begin promptly at [•], Pacific Time on [Weekday], [•], 2025.

You can change or revoke your proxy at any time before the final vote at the special meeting. If you are the shareholder of record, you may change or revoke your proxy by:

If you hold shares in “street name,” you may submit new voting instructions by contacting your bank, broker or other nominee. You may also change your vote or revoke your proxy at the online special meeting.

The Radius Board is soliciting your proxy, and Radius will bear the cost of soliciting proxies. Innisfree M&A Incorporated has been retained to assist with the solicitation of proxies. Innisfree M&A Incorporated will be paid approximately $20,000.00, plus a contingent success fee of $20,000.00 and certain additional per-service fees, and will be reimbursed for certain fees and expenses for these and other advisory services in connection with the special meeting. Solicitation initially will be made by mail. Forms of proxies and proxy materials may

also be distributed through brokers, banks and other nominees to the beneficial owners of shares of Radius common stock, in which case these parties will be reimbursed for their reasonable out-of-pocket expenses. Proxies may also be solicited in person or by telephone, facsimile, electronic mail or other electronic medium by Innisfree M&A Incorporated or, without additional compensation, by certain of Radius’ directors, officers and employees.

In addition to the merger proposal and the named executive officer merger-related compensation proposal, Radius shareholders are also being asked to approve the adjournment proposal, which will enable the adjournment of the special meeting from time to time, as determined in accordance with the merger agreement by the Radius Board, including for the purpose of soliciting additional votes in favor of the merger proposal if there are insufficient votes at the time of the special meeting to approve the merger proposal. Whether or not a quorum is present or represented, the chairperson of the special meeting may adjourn the special meeting from time to time to a different time and place without further notice to any shareholder of any adjournment. The Radius Board must set a new record date if the special meeting is adjourned to a date more than 120 days after the date fixed for the original special meeting. In addition, the special meeting could be postponed before it commences, subject to the terms of the merger agreement. If the special meeting is adjourned or postponed, shareholders who have already submitted their proxies will be able to revoke them at any time prior to the final vote on the proposals. If you sign and return a proxy and do not indicate how you wish to vote on the adjournment proposal, your shares will be voted in favor of the adjournment proposal.

The Radius Board unanimously recommends a vote “FOR” the adjournment proposal to solicit additional proxies.

You should not send documents representing Radius common stock with the proxy card. If the merger is completed, the paying agent for the merger will send you transmittal materials and instructions for exchanging your shares of Radius common stock for the consideration to be paid to former Radius shareholders in connection with the merger.

If you have more questions about the merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please contact Innisfree M&A Incorporated, Radius’ proxy solicitor, by calling (877) 687-1873 (toll free from the United States and Canada) or +1(412) 232-3651 (from all other locations). Banks and brokers may call collect at (212) 750-5833.

The discussion of the merger in this proxy statement is qualified in its entirety by reference to the merger agreement, a copy of which is attached to this proxy statement as Annex A and is hereby incorporated by reference into this proxy statement.

Subject to the terms and conditions of the merger agreement and in accordance with the Oregon Act and the DGCL, if the merger is completed, then at the effective time, Merger Sub will merge with and into Radius, the separate corporate existence of Merger Sub will cease, and Radius will continue its corporate existence under the laws of the State of Oregon as the surviving corporation and a wholly owned subsidiary of TAI.

Upon the terms and subject to the conditions of the merger agreement, at the effective time, Radius shareholders will have the right to receive $30.00 in cash, without interest and subject to any applicable withholding taxes, for each share of Radius common stock that they own that is issued and outstanding immediately prior to the effective time of the merger (other than dissenting Class B shares). After the merger is completed, holders of shares of Radius common stock will have only the right to receive a cash payment in respect of their shares of Radius common stock, and will no longer have any rights as Radius shareholders, including voting or other rights.

The merger agreement provides that outstanding Radius equity awards will be treated as set forth below.

Radius RSU Awards. Immediately prior to the effective time, each outstanding Radius RSU award will, automatically and without any required action on the part of the holder thereof, become fully vested and be cancelled and converted into the right to receive an amount in cash, without interest and less applicable withholding taxes, equal to the sum of (a) the product of (x) the total number of shares of Radius common stock subject to such Radius RSU award, multiplied by (y) $30.00, plus (b) any accrued and unpaid dividends or dividend equivalent rights corresponding to such Radius RSU award.

Radius PSU Awards. Immediately prior to the effective time, each outstanding Radius PSU award will, automatically and without any required action on the part of the holder thereof, become fully vested and be cancelled and converted into the right to receive, an amount in cash, without interest and less applicable withholding taxes, equal to the product of (a) the total number of shares of Radius common stock subject to the Radius PSU award, 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, multiplied by (b) $30.00.

Radius DSU Awards. Immediately prior to the effective time, each outstanding Radius DSU award will, automatically and without any required action on the part of the holder thereof, become fully vested and be cancelled and converted into the right to receive an amount in cash, without interest and less applicable withholding taxes, equal to the sum of (a) the product of (x) the total number of shares of Radius common stock subject to such Radius DSU award, multiplied by (y) $30.00, plus (b) any accrued and unpaid dividends or dividend equivalent rights corresponding to such Radius DSU award.

Any consideration payable in respect of the Radius equity awards will be paid through the payroll system or payroll provider (to the extent applicable) of the surviving corporation as promptly as reasonably practicable following the effective time, but in no event later than the later of (a) five Business Days after the effective time or (b) the first regularly scheduled payroll date on or following the effective time. Notwithstanding the foregoing, if any payment owed to a holder of Radius RSU awards, Radius PSU awards or Radius DSU awards cannot be made through the surviving corporation’s payroll system or payroll provider, then the surviving corporation will issue a check for such payment to such holder promptly following the effective time.

Special rules govern the treatment of Radius RSU awards that are granted following the entry into the merger agreement, as further discussed in the section of this proxy statement entitled “The Merger Proposal (Proposal 1)—Interests of Radius Executive Officers and Directors in the Merger—Fiscal Year 2026 Equity Awards” beginning on page 62.

If the merger proposal is not approved by Radius shareholders or if the merger is not completed for any other reason, Radius shareholders will not receive any payment for their shares in connection with the merger. Instead, Radius will remain an independent public company and shares of Radius Class A common stock will continue to be listed and traded on Nasdaq. In addition, if the merger is not completed, Radius expects that management will operate Radius’ business in a manner similar to that in which it is being operated today and that Radius shareholders will continue to be subject to the same risks and opportunities to which they are currently subject, including, without limitation, risks related to the competitive industry in which Radius operates and adverse economic conditions.

Furthermore, if the merger is not completed, and depending on the circumstances that would have caused the merger not to be completed, it is likely that the price of Radius Class A common stock will decline significantly. If that were to occur, it is uncertain when, if ever, the price of Radius Class A common stock would return to the price at which it trades as of the date of this proxy statement.

Accordingly, if the merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of Radius common stock. If the merger proposal is not approved by Radius shareholders or if the merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to Radius will be offered or that Radius’ business, prospects or results of operation will not be adversely impacted.

Further, upon termination of the merger agreement, under certain specified circumstances, Radius may be required to pay a termination fee of $27,200,000.00 to TAI pursuant to the terms and conditions of the merger agreement. See the section of this proxy statement entitled “The Merger Agreement—Termination Fee” beginning on page 93 for a discussion of the circumstances under which Radius will pay a termination fee.

The Radius Board and Radius’ senior management regularly review and assess Radius’ operations and financial performance, industry conditions and related developments and long-term strategic plans and objectives with the goal of maximizing shareholder value. The Radius Board and Radius’ senior management have, from time to time, considered various strategic alternatives, including the continued execution of Radius’ strategy as a stand-alone public company, the pursuit of various partnerships, potential combinations, and potential acquisitions and partial dispositions.

In furtherance of its consideration of these types of potential strategic alternatives, the Radius Board and Radius’ senior management have from time to time periodically consulted with representatives of Goldman Sachs & Co. LLC (“Goldman Sachs”), including because of Goldman Sachs’ experience and expertise as a financial advisor in a wide variety of transactions, and its qualifications and experience advising, and familiarity with, companies operating in the industrial sectors, including the metals, mining and automotive industries. Radius also worked with representatives of Goldman Sachs throughout the course of the events described below. Radius has from time to time been advised by Simpson Thacher & Bartlett LLP, Radius’ outside legal counsel (“Simpson Thacher”), in connection with the evaluation of potential financial and strategic alternatives, and Radius worked with representatives of Simpson Thacher throughout the course of the events described below.

From time to time over the past several years, Radius has had discussions with representatives of TTC with respect to Radius’ business, in connection with the exploration of potential opportunities for collaboration between the two companies.

These discussions began in May of 2022, when Steven G. Heiskell, senior vice president and president of Recycling Products & Services of Radius, met with Masaharu Katayama, chief operating officer of TTC’s Metal Division in Montreal, Canada, to discuss potential opportunities for collaboration related to recycling electric vehicle batteries. Over the course of the next few months, a Radius team led by Mr. Heiskell and a TTC team led by Mr. Katayama met from time to time to discuss various potential joint initiatives or partnerships, including recycling electric vehicle batteries and other automobile components, further processing of auto shred residue and closed loop recycling solutions. In November of 2022, Radius and an affiliate of TTC entered into a confidentiality agreement in connection with such discussions, which did not include a standstill provision. Over the course of 2022 and 2023, representatives of Radius, including Mr. Heiskell and Tamara L. Lundgren, chairman, president and chief executive officer of Radius, visited certain facilities and operations of TTC, and

had several meetings with senior executives of TTC, including Mr. Katayama and Akihiro Sago, chief executive officer of TTC’s Metal Division, to further discuss potential areas for collaboration or a strategic partnership. Beginning in September of 2023, Radius and TTC engaged in a process of sharing information and negotiating the potential terms of the formation of a potential joint venture, a potential minority investment by TTC in Radius or other strategic partnership. In September, 2023, Mr. Katayama had a meeting with Ms. Lundgren in Tokyo, Japan, during which such potential transactions were discussed. In October, 2023, Ms. Lundgren and Mr. Heiskell met with Mr. Katayama and Toshihiko Muroi, general manager of TTC’s Metal Division, in New York and the discussions at the meeting included such potential transactions. In May of 2024, in connection with certain commercial discussions, Radius and an affiliate of TTC again entered into a confidentiality agreement, which did not include a standstill provision. From time to time during this period, Radius’ senior management discussed Radius’ interactions with TTC with the Radius Board.

On March 11, 2024, representatives of Radius, including Ms. Lundgren and Mr. Heiskell, met with representatives of TTC, including Mr. Katayama, Mr. Muroi and Ryoji Tomida, manager of Metal Resources Recycling Group in TTC’s Reverse Supply Chain Business Department, in New York. At this meeting, representatives of TTC expressed TTC’s interest in continuing to explore potential transactions with Radius, including the possibility of an acquisition of Radius by TTC. No formal indication of interest was made with respect to such potential transaction and no valuation was discussed.

In September of 2024, Mr. Sago and other members of TTC management visited certain Radius operations and met with Ms. Lundgren and Mr. Heiskell in San Francisco. At this meeting, Mr. Sago and Ms. Lundgren discussed the further exploration of ways to potentially formalize a strategic partnership. No formal indication of interest was made with respect to such potential transaction and no valuation was discussed.

Also during the Fall of 2024, Ms. Lundgren periodically spoke with the chief executive officer of a company operating in the industries in which Radius operates, which is hereafter referred to as “Party A”. In this regard, during a meeting on October 30, 2024, Ms. Lundgren and the chief executive officer of Party A discussed the exploration of a potential transaction involving the acquisition by Radius of a business segment of Party A in exchange for stock of Radius. Ms. Lundgren promptly informed the Radius Board of these discussions. These high-level discussions continued periodically, and on December 13, 2024, Radius and Party A entered into a confidentiality and standstill agreement, which included standstill provisions that fell away upon the announcement of the merger. No formal indication of interest was made at any time with respect to such potential transaction and no valuation was discussed. Ms. Lundgren kept the Radius Board informed of these discussions. Following January 13, 2025, there were no further substantive discussions about such potential transaction between Party A and Radius prior to the announcement of Radius’ transaction with TAI.

On November 14, 2024, at the request of Mr. Katayama, Ms. Lundgren and Mr. Heiskell met with Mr. Katayama and other members of TTC management in New York. At this meeting, Mr. Katayama presented Ms. Lundgren with a written indication of interest to acquire Radius for $28.00 in cash per share, subject to due diligence (the “November 14 Proposal”). On the previous trading day, November 13, 2024, the closing price of Radius Class A common stock was $19.16. Ms. Lundgren informed Mr. Katayama that she would share the November 14 Proposal with the Radius Board. Ms. Lundgren and Mr. Katayama also discussed certain other potential transactions that the parties had previously explored. At the meeting, representatives of TTC requested to commence a due diligence review process for a potential acquisition of Radius by TTC. Ms. Lundgren promptly informed the Radius Board of the November 14 Proposal, and a meeting of the Radius Board was scheduled to discuss the November 14 Proposal. Over the course of the following days, members of Radius management informed representatives of Goldman Sachs and Simpson Thacher of the November 14 Proposal.

On November 21, 2024, Mr. Heiskell communicated with representatives of TTC about the terms of the November 14 Proposal and certain other potential transactions that the parties had previously explored.

On December 2, 2024, the Radius Board held a meeting with representatives of Radius’ management and representatives of Goldman Sachs and Simpson Thacher in attendance. At the meeting, the Radius Board discussed with representatives of Radius’ management and its advisors the recent discussions with TTC, the November 14 Proposal, TTC’s request to conduct due diligence to evaluate a potential acquisition of Radius and potential next steps. Representatives of Simpson Thacher reviewed with the directors their fiduciary duties under applicable law. Representatives of management reviewed with the Radius Board certain financial projections of Radius. These financial projections were based on Radius’ 5-year long range plan, which had been prepared by

Radius management in the ordinary course and presented to the Radius Board in July of 2024. Radius management had begun to update such projections during the course of November 2024 and had prepared revised financial projections to reflect a number of revised assumptions, including with respect to Radius management’s then-current outlook on expected market recovery based on observable market conditions, the cyclicality of Radius’ business, and Radius management’s expectations relating to certain growth initiatives (the “November Projections”). Representatives of Goldman Sachs reviewed with the Radius Board Goldman Sachs’ preliminary financial analysis of the November 14 Proposal based on the November Projections. Upon consultation with Radius’ management and its advisors, the Radius Board instructed Radius’ management and representatives of Goldman Sachs to engage with TTC and seek to obtain an improved proposal from TTC.

Following the meeting, on December 4, 2024, at the instruction of the Radius Board, Ms. Lundgren called Mr. Katayama. Ms. Lundgren informed Mr. Katayama that the Radius Board was not willing to actively engage with respect to a potential acquisition of Radius at the $28.00 per share valuation reflected in the November 14 Proposal, that the Radius Board remained committed to maximizing value for all shareholders, and that the Radius Board would, in the event that TTC was willing to improve its proposal, consider entering into an appropriate confidentiality agreement and providing access for a limited period of time to certain information in a virtual data room with the goal of helping TTC confirm a higher valuation for Radius. This message was subsequently confirmed in writing on the same day and included a request for response by December 11, 2024.

Over the course of the next several days, including in connection with certain pending financing transactions, Radius management continued to finalize the financial projections of Radius, which included updates to the November Projections to reflect a slight downward adjustment to expected 2025 revenue in light of observable changes in market conditions based on information received on December 3, 2024, which was offset by a slight increase in Adjusted EBITDA for such year and certain other immaterial updates (as so revised, the “December Projections”).

On December 10, 2024, TTC provided representatives of Radius with a revised written indication of interest to acquire Radius for $31.00 in cash per share, subject to due diligence (the “December 10 Proposal”), and again requesting to commence a due diligence review process for a potential acquisition of Radius by TTC. On the previous trading day, December 9, 2024, the closing price of Radius Class A common stock was $18.90. The representatives of Radius promptly shared the December 10 Proposal with the Radius Board.

On December 15, 2024, Radius responded in writing to TTC, stating that, in an effort to reach a valuation at which the Radius Board would be willing to fully engage in the negotiation of a potential transaction with TTC, Radius would be willing to enter into a customary confidentiality agreement, provide access to a limited virtual data room containing the December Projections and certain other limited information, including with respect to certain growth initiatives of Radius, and host preliminary due diligence calls with TTC and its advisors to discuss items that were critical to value. Radius also requested a revised proposal by the end of the 2024 calendar year. Along with this communication, Radius provided TTC with a draft confidentiality and standstill agreement.

On December 17, 2024, Radius and TTC entered into a confidentiality and standstill agreement, which included standstill provisions that fell away upon the announcement of the merger. Also on this date, at the direction of Radius, representatives of Goldman Sachs held an introductory call with representatives of Mizuho Securities, TTC’s financial advisor (“Mizuho”), with respect to the potential transaction.

On December 18, 2024, Radius provided TTC and its representatives with access to certain non-public information in a virtual data room, including December Projections. During the subsequent ten-day period, representatives of TTC and its outside advisors engaged in a limited due diligence review process of certain limited information made available in a virtual data room, and representatives of Radius participated in due diligence calls with representatives of TTC and its advisors.

On December 27, 2024, TTC provided representatives of Radius with a revised written indication of interest to acquire Radius for $31.60 in cash per share, subject to due diligence (the “December 27 Proposal”), included a request for access to a full virtual data room to commence a detailed confirmatory due diligence review process, and included a request for response by January 6, 2025. On the previous trading day, December 26, 2024, the closing price of Radius Class A common stock was $15.66. The representatives of Radius promptly shared the December 27 Proposal with the Radius Board.

On January 6, 2025, the Radius Board held a meeting with representatives of Radius’ management and representatives of Goldman Sachs and Simpson Thacher in attendance. At the meeting, the Radius Board discussed with representatives of Radius’ management and its advisors the recent discussions with TTC, the December 27 Proposal, the likelihood that TTC would be willing or able to further improve its proposal further, TTC’s engagement to date, and potential next steps. Representatives of Goldman Sachs reviewed with the Radius Board Goldman Sachs’ preliminary financial analysis of the December 27 Proposal based upon the December Projections. At the meeting, Ms. Lundgren reviewed with the Radius Board the recent discussions with Party A, noting that such discussions did not relate to a potential all-cash acquisition of Radius and Party A had not made any formal indication of interest regarding any potential transaction. Representatives of Goldman Sachs reviewed with the Radius Board various counterparties who could potentially be interested in an acquisition of Radius, including Party A, and, among other things, the expected likelihood that such other parties would be willing and able to pursue such a transaction at such time that would be superior to the December 27 Proposal. Representatives of Simpson Thacher reviewed with the directors the potential regulatory profile of the potential transaction with TTC. Upon consultation with Radius’ management and its advisors, the Radius Board instructed Radius’ management and its advisors to continue to engage with TTC with respect to a potential transaction. The Radius Board further determined that actively reaching out to other potential counterparties at this time was not prudent while active engagement with TTC continued on its December 27 Proposal, as the Radius Board believed the risks associated with such outreach efforts outweighed the potential benefit.

Later on January 6, 2025, at the instruction of the Radius Board, Ms. Lundgren called Mr. Katayama to inform him that the Radius Board determined to invite TTC to begin confirmatory due diligence on January 10, 2025 with an objective of signing definitive transaction agreements and announcing a potential transaction during the week of February 10, 2025, and noted that the Radius Board hoped that TTC would be able to improve the value of its proposal upon completion of its diligence process prior to executing definitive transaction agreements. This message was subsequently confirmed in writing on the same day.

On January 7, 2025, at the instruction of the Radius Board, representatives of Goldman Sachs contacted representatives of Mizuho to discuss the details of the proposed due diligence process.

On January 10, 2025, Radius provided TTC and its representatives with access to a more comprehensive virtual data room containing non-public information with respect to Radius.

Also on January 13, 2025, TTC sent a letter to Radius, confirming that TTC had commenced its due diligence review process and informing Radius that in light of TTC management’s directions as to the scope of the due diligence process and the fact that the TTC board of directors was scheduled to meet on March 4, 2025, such date would represent the most expedited feasible timeline to an announcement of a potential transaction.

Over the subsequent weeks, representatives of TTC and its outside advisors engaged in a due diligence review process to evaluate a potential transaction with Radius, and representatives of Radius continued to participate in due diligence calls and to make available certain non-public information in a virtual data room. Also during this time, representatives of TTC and its advisors visited certain Radius facilities in California, Georgia, Hawaii, Massachusetts, Oregon, Puerto Rico and Tennessee.

On January 15, 2025, representatives of TTC management and representatives of Radius management conducted management meetings in Portland, Oregon to discuss Radius’ business, outlook on external conditions, operations, performance and other due diligence topics.

On January 20, 2025, White & Case LLP, TTC’s legal counsel (“White & Case”) shared a draft of the merger agreement with Simpson Thacher. The draft merger agreement provided, among other things, that Radius would not be permitted to pay dividends during the pendency of the transaction, that TAI would not be obligated to agree to any divestitures or any other regulatory remedies that would materially impact the benefit to TAI from the transaction, as determined by TAI, and that TAI would control the strategy to obtain regulatory approvals, and did not provide for a regulatory “reverse termination fee” payable by TAI or a parent guarantee from TTC. Over the course of the subsequent weeks, representatives of White & Case and Simpson Thacher negotiated the terms of the merger agreement and disclosure schedules.

On January 23, 2025 and January 24, 2025, representatives of TTC management and representatives of Radius management conducted management meetings in Boston, Massachusetts to discuss, among other things, Radius’ historical operating performance, outlook on macroeconomic conditions and financial projections. During these meetings, representatives of Radius management also discussed with representatives of TTC certain pending updates to the December Projections.

On January 27, 2025, the Radius Board held a meeting with representatives of Radius’ management and representatives of Goldman Sachs and Simpson Thacher in attendance. At the meeting, the Radius Board discussed with representatives of Radius’ management and its advisors the recent discussions with TTC, the due diligence process, the recent site visits conducted by TTC’s advisors, possible timelines for a potential transaction, the terms of the draft merger agreement, and next steps. During this meeting, the Radius Board also discussed certain updates to the December Projections, including certain updated CapEx assumptions.

Over the course of the next several days, Radius management continued to finalize the updated financial projections of Radius. These updated financial projections included slight downward adjustments to expected 2025 revenue in light of observable changes in market conditions, which were partially offset by certain expected SG&A improvements, and updated CapEx assumptions, which had previously been tied to GAAP depreciation for modeling purposes and were now updated to reflect management’s expectations of projected CapEx over the projections period based on operating assumptions. The updated projections reflected lower revenue, lower Adjusted EBITDA, lower net income, higher net debt and lower free cash flow for 2025, but resulted in slightly lower revenue, generally slightly higher Adjusted EBITDA, higher net income, lower net debt and higher free cash flow for 2026 through 2029. The updated projections are referred to herein as the “Financial Projections” and described under “The Merger Proposal (Proposal 1)—Certain Financial Projections” beginning on page 56 of this proxy statement.

On February 5, 2025, Radius provided TTC and Goldman Sachs with the Financial Projections.

On February 5, 2025, Simpson Thacher shared a revised draft of the merger agreement with White & Case. The draft merger agreement provided, among other things, that Radius would be permitted to pay regular quarterly dividends during the pendency of the transaction, that TTC would provide a parent guarantee, that TAI would be obligated to agree to any regulatory remedies that would not have a materially adverse effect on the Company, that the parties would jointly control the strategy to obtain regulatory approvals, and provided for a regulatory “reverse termination fee” payable by TAI.

On February 13, 2025, the Radius Board held a meeting with representatives of Radius’ management and representatives of Goldman Sachs and Simpson Thacher in attendance. At the meeting, the Radius Board discussed with representatives of Radius’ management and its advisors the recent discussions with TTC. Representatives of Radius management reviewed with the Radius Board the Financial Projections. Representatives of Goldman Sachs reviewed with the Radius Board Goldman Sachs’ preliminary financial analysis of the December 27 Proposal based upon the Financial Projections and reviewed with the Radius Board the recent stock price performance of Radius and the status of the due diligence process. Representatives of Simpson Thacher discussed with the Radius Board the terms of the draft merger agreement.

On February 20, 2025, White & Case shared a revised draft of the merger agreement with Simpson Thacher. The draft merger agreement provided, among other things, that Radius would not be permitted to pay dividends during the pendency of the transaction, that TAI would not be obligated to agree to any divestitures or any other regulatory remedies that would materially impact the benefit to TAI from the transaction, as determined by TAI, that TAI would control the strategy to obtain regulatory approvals, and did not provide for a regulatory “reverse termination fee” payable by TAI or a parent guarantee from TTC.

On February 24, 2025, Mr. Katayama and Ms. Lundgren met in San Francisco to discuss the potential transaction. At this meeting, Mr. Katayama indicated that TTC would provide a revised indication of interest at a reduced per share consideration. During the meeting, Ms. Lundgren and Mr. Katayama also discussed that TTC was unwilling to permit Radius to pay dividends during the pendency of the transaction, and that TTC was unwilling to accept the concept of a regulatory “reverse termination fee”. Mr. Katayama noted that TTC would request a response to its revised proposal by February 27, 2025 in light of TTC’s upcoming March 4, 2025 board meeting. Mr. Katayama had also indicated that TTC was now targeting March 13, 2025 for the announcement of a potential transaction.

Following the meeting, TTC provided representatives of Radius with a revised written indication of interest, dated February 25, 2025, to acquire Radius for $28.50 in cash per share, subject to due diligence (the “February 25 Proposal”), noting among other things that the decrease in proposed valuation primarily reflected the uncertainty regarding Radius’ expected recovery from current profit levels as well as certain contingent liabilities, including certain publicly disclosed contingent environmental liabilities, and included a request for response by February 27, 2025. On the previous trading day, February 24, 2025, the closing price of Radius Class A common stock was $13.22. The representatives of Radius promptly shared the February 25 Proposal with the Radius Board.

On February 25, 2025, the Radius Board held a meeting with representatives of Radius’ management and representatives of Goldman Sachs and Simpson Thacher in attendance. At the meeting, Ms. Lundgren updated the Radius Board on her recent meeting on February 24, 2025 with Mr. Katayama, and TTC’s stated reasons for its proposed reduced per share consideration. Ms. Lundgren also reviewed with the Radius Board her discussions with Mr. Katayama with respect to certain other terms of the potential transaction, including the potential regulatory reverse termination fee, remedies available to Radius under the merger agreement, Radius’ ability to pay dividends during the pendency of the transaction, the termination fee payable by Radius in certain circumstances, and the regulatory efforts that TAI would be required to undertake. Prior to the meeting, representatives of Goldman Sachs had provided to the Radius Board, in writing, disclosure of relationships between Goldman Sachs and its affiliates on the one hand, and TTC, on the other hand. Representatives of Goldman Sachs reviewed with the Radius Board Goldman Sachs’ preliminary financial analyses, and representatives of Simpson Thacher discussed with the Radius Board the terms of the draft merger agreement. At the meeting, the Radius Board further discussed with management and its advisors the potential risks and benefits of a potential outreach to Party A or other potential counterparties, including the risk of a leak of the potential transaction with TTC, the premium represented by the proposal from TTC, and the ability of Radius to entertain unsolicited superior proposals following announcement of a transaction with TTC.

Later on February 25, 2025, at the instruction of the Radius Board, Ms. Lundgren called Mr. Katayama. During the call, Ms. Lundgren and Mr. Katayama discussed the February 25 Proposal, as well as other key terms of the potential transaction, and Ms. Lundgren indicated that she would be willing to present to the Radius Board a transaction reflecting a $30.00 per share cash merger consideration, no restriction on payments by Radius of regular quarterly cash dividends, a termination fee payable by Radius equal to 1% of equity value for 45 days following announcement and 3% of equity value thereafter, a regulatory efforts covenant which would require TAI to accept regulatory remedies unless, among other things, such remedies had a material adverse effect on Radius, and certain changes to the closing conditions reflected in the draft merger agreement.

On February 26, 2025, Mr. Katayama informed Ms. Lundgren that TTC would not be willing to entertain a termination fee payable by Radius of less than 3% of equity value, and that TTC would revert on the other terms discussed on the previous day’s call.

On February 27, 2025, White & Case sent Simpson Thacher a proposal with respect to the regulatory efforts provision in the merger agreement, which would require TAI to accept regulatory remedies unless, among other things, such remedies were material to Radius.

On February 28, 2025, at the instruction of the Radius Board, Radius sent a written response to the February 24 Proposal to TTC, which acknowledged TTC’s stated position with respect to limitation on payment of interim dividends and the objection of the TTC board to a regulatory reverse termination fee, acknowledged receipt of the proposal received from White & Case on the previous day with respect to the regulatory efforts standard in the merger agreement, and which noted, among other things, that Radius believed that the Radius Board would be prepared to proceed towards finalizing a potential transaction reflecting a $30.00 per share cash merger consideration, no restriction on payments of regular quarterly cash dividends, a termination fee payable by Radius equal to 3% of equity value, joint control over the regulatory process, certain changes to the closing conditions, and a regulatory efforts standard in a form proposed by Radius and enclosed with the letter, which would require TAI to accept regulatory remedies unless, among other things, such remedies had a material adverse effect on Radius.

Also on February 28, 2025, Simpson Thacher shared a revised draft of the merger agreement with White & Case, providing for terms consistent with such written response.

Also on February 28, 2025, Radius entered into an engagement letter with Goldman Sachs in connection with the potential transaction.

On March 2, 2025, Mr. Katayama contacted Ms. Lundgren by email to indicate that TTC would be willing to permit Radius to pay regular quarterly dividends during the first two quarters following the date of the merger agreement. Later on March 2, 2025, upon consultation with Radius’ advisors, Ms. Lundgren responded that Radius expected to be permitted to pay regular quarterly dividends through the pendency of the transaction until closing.

On March 3, 2025, representatives of White & Case contacted representatives of Simpson Thacher to propose certain limitations to the regulatory efforts that TAI would be required to undertake pursuant to the merger agreement. Over the next several days, representatives of White & Case and Simpson Thacher had several discussions with respect to these provisions and the other material open issues in the merger agreement.

On March 4, 2025, the board of directors of TTC resolved to (i) give its prior consent to the terms of the merger (including the merger consideration) and the other transactions contemplated by the merger agreement, on the understanding that TAI would not be required to pay a regulatory “reverse termination fee” under the merger agreement and (ii) approve providing a guaranty in favor of Radius. Subsequently on the same date, the board of directors of TAI, subject to the same understanding, (a) approved the merger agreement, the merger and the other transactions contemplated by the merger agreement, and (b) authorized and approved its execution, delivery and performance of the merger agreement and its consummation of the merger and the other transactions contemplated by the merger agreement.

On March 4, 2025, Mr. Katayama and other representatives of TTC and TAI had a call with Ms. Lundgren and Mr. Heiskell to discuss, among other things, the regulatory efforts provisions in the merger agreement, the restriction on interim dividends, and certain other terms of the potential transaction.

On March 7, 2025, White & Case shared a revised draft of the merger agreement with Simpson Thacher. The draft merger agreement provided for terms that were consistent with the key terms proposed by Radius in its letter to TTC on February 28, 2025. Over the next several days, representatives of White & Case and Simpson Thacher finalized the merger agreement, the disclosure schedules and the parent guaranty.

Also on March 7, 2025, Radius entered into an engagement letter with J.P. Morgan Securities LLC (“J.P. Morgan”) to act as co-advisor in connection with the potential transaction. Prior to such date, the Radius Board and Radius’ senior management had from time to time periodically consulted with representatives of J.P. Morgan, including because of J.P. Morgan’s experience and expertise as a financial advisor in a wide variety of transactions, and its familiarity with Radius.

Also on March 7, 2025, representatives of TTC contacted Ms. Lundgren to review the organizational structure, roles and responsibilities of the Radius management team. No discussion as to any specific roles following the closing of the potential transaction took place. Ms. Lundgren promptly informed the Radius Board of these communications.

On March 9, 2025, the Radius Board held a meeting with representatives of Radius’ management and representatives of Goldman Sachs and Simpson Thacher and the Radius Board’s compensation consultant in attendance. At the meeting, Ms. Lundgren updated the Radius Board on the recent developments with respect to TTC, and representatives of Radius management reviewed with the Radius Board the proposed public communications following an announcement of the potential transaction. Representatives of Simpson Thacher reviewed with the Radius Board the terms of the draft merger agreement. The Radius Board confirmed that the material terms of the transaction had been agreed and instructed Radius management and its advisors to finalize definitive transaction agreements and communications materials for the announcement of a potential transaction.

On March 10, 2025, representatives of TTC contacted Ms. Lundgren to propose to arrange discussions between TTC and certain members of Radius management, including Ms. Lundgren, with respect to their potential roles following the closing of the potential transaction. Upon discussion with Radius’ advisors, Ms. Lundgren responded that any such discussions should be deferred until after the announcement of a transaction. Ms. Lundgren promptly informed the Radius Board of these communications.

On March 12, 2025, the Radius Board held a meeting with representatives of Radius’ management and representatives of Goldman Sachs, J.P. Morgan and Simpson Thacher in attendance. At the meeting,

representatives of Radius’ legal and financial advisors updated the Radius Board with respect to the developments over the past several days. Representatives of Simpson Thacher reviewed with the Radius Board their fiduciary duties under applicable law and the terms of the draft merger agreement. Representatives of Goldman Sachs reviewed with the Radius Board Goldman Sachs’ preliminary financial analysis of the potential transaction. The Radius Board considered the terms of the proposed transaction and the risks and potential benefits of a potential transaction as compared to Radius’ long-term strategic plan as an independent public company and the risks associated with executing such plan. Representatives of J.P. Morgan reviewed with the Radius Board certain matters relating to communications with various constituencies following announcement of a transaction. Representatives of Radius management reviewed with the Radius Board the press release and expected communications rollout plan.

On March 13, 2025, the Radius Board held a meeting with representatives of Radius’ management and representatives of Goldman Sachs, J.P. Morgan and Simpson Thacher in attendance. Representatives of Simpson Thacher reviewed with the Radius Board their fiduciary duties under applicable law and the terms of the draft merger agreement.

Prior to the meeting, representatives of Goldman Sachs had provided to the Radius Board, in writing, disclosure of relationships between Goldman Sachs and its affiliates on the one hand, and TTC, on the other hand. Representatives of Goldman Sachs then reviewed with the Radius Board Goldman Sachs’ financial analysis of the potential transaction based upon the Financial Projections as approved by the Radius Board for Goldman Sachs’ use. Goldman Sachs delivered its oral opinion to the Radius Board (which was subsequently confirmed by delivery of Goldman Sachs’ written opinion dated as of the same day), that, as of the date of the opinion, and based upon and subject to the assumptions, limitations, qualifications and conditions described in Goldman Sachs’ written opinion, it was Goldman Sachs’ opinion that the $30.00 in cash per share of Radius common stock to be paid to the holders of shares of Radius common stock pursuant to the merger agreement was fair from a financial point of view to such holders, taken in the aggregate. The written opinion is attached to this proxy statement as Annex B. The Radius Board considered that, aside from their interests as Radius stockholders, Radius’ directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of other Radius stockholders generally, as described in more detail in “The Merger Proposal (Proposal 1)—Interests of Radius Executive Officers and Directors in the Merger” beginning on page 58 of this proxy statement.

After further discussion and deliberation, the Radius Board unanimously (a) determined that the merger and the other transactions contemplated by the merger agreement are advisable and in the best interests of Radius and its shareholders, (b) approved and declared advisable the merger agreement, the merger and the other transactions contemplated by the merger agreement, (c) authorized and adopted the execution, delivery and performance of the merger agreement by Radius, (d) recommended the approval of the merger agreement by the holders of Radius common stock, and (e) to the extent necessary, adopted a resolution having the effect of causing the consummation of the merger not to be prohibited by any state takeover law or similar applicable law that might otherwise prohibit the merger or the transactions contemplated by the merger agreement and directed that the merger agreement be submitted for approval by Radius shareholders at a meeting of Radius shareholders.

Following the meeting of the Radius Board, at the direction of the Radius Board, representatives of Simpson Thacher notified representatives of White & Case that the Radius Board had adopted resolutions approving the transaction. Promptly thereafter, on March 13, 2025, Radius and TAI both executed the merger agreement, Radius and TTC both executed the parent guaranty, and Radius and TTC announced the execution of the merger agreement.

At a meeting of the Radius Board held on March 13, 2025, the Radius Board, acting in consultation with its outside legal counsel and financial advisors, unanimously (a) determined that the merger and the other transactions contemplated by the merger agreement are advisable and in the best interests of Radius and its shareholders, (b) approved and declared advisable the merger agreement, the merger and the other transactions contemplated by the merger agreement, (c) authorized and adopted the execution, delivery and performance of the merger agreement by Radius, (d) recommended the approval of the merger agreement by the holders of Radius common stock, and (e) to the extent necessary, adopted a resolution having the effect of causing the

consummation of the merger not to be prohibited by any state takeover law or similar applicable law that might otherwise prohibit the merger or the transactions contemplated by the merger agreement and directed that the merger agreement be submitted for approval by Radius shareholders at a meeting of Radius shareholders.

When you consider the Radius Board’s recommendation, you should be aware that Radius’ directors may have interests in the merger that may be different from, or in addition to, the interests of Radius shareholders generally. These interests are described in the section entitled “The Merger Proposal (Proposal 1)—Interests of Radius’ Executive Officers and Directors in the Merger” beginning on page 58.

In the course of reaching its decision, the Radius Board consulted with Radius’ management and financial and legal advisors, reviewed a significant amount of information and considered a number of potentially positive factors that it believed supported its decision, including, among others, the following (not necessarily in order of relative importance):

In the course of reaching its decision, the Radius Board also considered and balanced against the potential benefits of the merger a number of potentially adverse factors with respect to the merger and the other transactions contemplated by the merger agreement including, among others, the following (not necessarily in the order of relative importance):

While the Radius Board considered potentially positive and potentially negative factors, the Radius Board concluded that, overall, the potentially positive factors outweighed the potentially negative factors. Accordingly, the Radius Board unanimously determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable and in the best interests of Radius and its shareholders.

The foregoing discussion is not intended to be an exhaustive list of the information and factors considered by the Radius Board in its consideration of the merger, but includes the material positive factors and material negative factors considered by the Radius Board in that regard. In view of the number and variety of factors, the

Radius Board did not find it practicable to, nor did it attempt to, make specific assessments of, quantify, or otherwise assign relative weights to, the specific factors considered in reaching its determination. In addition, individual members of the Radius Board may have given different weights to different factors. Based on the totality of the information presented, the Radius Board collectively reached the unanimous decision to authorize and approve the execution, delivery and performance of the merger agreement and the transactions contemplated thereby, including the merger, in light of the factors described above and other factors that the members of the Radius Board felt were appropriate.

Portions of this explanation of Radius’ reasons for the merger and other information presented in this section are forward-looking in nature and, therefore, should be read in light of the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 29.

Goldman Sachs delivered its oral opinion to the Radius Board (which was subsequently confirmed by delivery of Goldman Sachs’ written opinion dated as of March 13, 2025) that, as of March 13, 2025 and based upon and subject to the assumptions made, matters considered and limits on the review undertaken set forth therein, the $30.00 in cash per share of Radius common stock to be paid to the holders of shares of Radius common stock, taken in the aggregate, pursuant to the merger agreement was fair from a financial point of view to such holders.

The full text of the written opinion of Goldman Sachs, dated March 13, 2025, which sets forth the assumptions made, matters considered and limits on the review undertaken in connection with the opinion, is attached as Annex B to this proxy statement. Goldman Sachs provided advisory services and its opinion for the information and assistance of the Radius Board in connection with its consideration of the merger. Goldman Sachs’ opinion is not a recommendation as to how any holder of shares of Radius common stock should vote with respect to the merger or any other matter.

In connection with rendering the opinion described above, Goldman Sachs reviewed, among other things:

Goldman Sachs also held discussions with members of the senior management of Radius regarding their assessment of the strategic rationale for, and the potential benefits of, the merger and the past and current business operations, financial condition and future prospects of Radius; reviewed the reported price and trading activity for the shares of Radius common stock; compared certain financial and stock market information for Radius with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the scrap, steel and metals recycling industry and in other industries; and performed such other studies and analyses, and considered such other factors, as it deemed appropriate.

For purposes of rendering its opinion, Goldman Sachs, with Radius’ consent, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, it, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed, with Radius’ consent, that the Financial Projections were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of Radius. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of Radius and Goldman Sachs was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental,

regulatory or other consents and approvals necessary for the consummation of the merger will be obtained without any adverse effect on the expected benefits of the merger in any way meaningful to its analysis. Goldman Sachs also assumed that the merger will be consummated on the terms set forth in the merger agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

Goldman Sachs’ opinion does not address the underlying business decision of Radius to engage in the merger or the relative merits of the merger as compared to any strategic alternatives that may be available to Radius; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs was not requested to solicit, and did not solicit, interest from other parties with respect to an acquisition of, or other business combination with, Radius or any other alternative transaction. Goldman Sachs’ opinion addresses only the fairness from a financial point of view to the holders of shares of Radius common stock, as of the date of its opinion, of the $30.00 in cash per share of Radius common stock to be paid to such holders, taken in the aggregate, pursuant to the merger agreement. Goldman Sachs does not express any view on, and its opinion does not address, any other term or aspect of the merger agreement or the merger or any term or aspect of any other agreement or instrument contemplated by the merger agreement or entered into or amended in connection with the merger, including the fairness of the merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, or other constituencies of Radius; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Radius, or class of such persons, in connection with the merger, whether relative to the $30.00 in cash per share of Radius common stock to be paid to the holders of shares of Radius common stock, taken in the aggregate, pursuant to the merger agreement or otherwise. Goldman Sachs does not express any opinion as to the prices at which the shares of Radius common stock will trade at any time, as to the potential effects of volatility in the credit, financial and stock markets on Radius, TAI, TTC or the merger, or as to the impact of the merger on the solvency or viability of Radius, TAI, TTC, or the ability of Radius, TAI or TTC to pay their respective obligations when they come due. Goldman Sachs’ opinion is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of its opinion and Goldman Sachs assumes no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.

The following is a summary of the material financial analyses delivered by Goldman Sachs to the Radius Board in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before March 12, 2025, the last trading day before the public announcement of the merger, and is not necessarily indicative of current market conditions.

Goldman Sachs analyzed the $30.00 in cash per share of Radius common stock to be paid to holders of shares of Radius common stock, taken in the aggregate, pursuant to the merger agreement in relation to the (a) closing price per share of Radius common stock on March 12, 2025, the last trading day before the public announcement of the merger, (b) the 52-week high intraday trading price per share of Radius common stock as of March 12, 2025, (c) the 52-week low intraday trading price per share of Radius common stock as of March 12, 2025, (d) the volume weighted average price (the “VWAP”) per share of Radius common stock for the preceding 30-trading day period ending March 12, 2025, (e) the VWAP per share of Radius common stock for the preceding 60-trading day period ending March 12, 2025, and (f) the VWAP per share of Radius common stock for the preceding 90-trading day period ending March 12, 2025.

This analysis indicated that the price per share to be paid to holders of shares of Radius common stock, taken in aggregate, pursuant to the merger agreement represented:

Using the Financial Projections, Goldman Sachs performed an illustrative discounted cash flow analysis on Radius to derive a range of illustrative present values per share of Radius common stock. Using the mid-year convention for discounting cash flows and discount rates ranging from 12.0% to 15.0%, reflecting estimates of Radius’ weighted average cost of capital, Goldman Sachs discounted to present value as of November 30, 2024 (a) estimates of unlevered free cash flow for Radius for the last three quarters of the fiscal year 2025, and the fiscal years 2026 through 2029 as reflected in the Financial Projections and (b) a range of illustrative terminal values for Radius, which were calculated by applying perpetuity growth rates ranging from 1.5% to 2.5% to a terminal year estimate of the unlevered free cash flow to be generated by Radius, as reflected in the Financial Projections. The range of discount rates was derived by Goldman Sachs using its professional judgment and experience by application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including Radius’ target capital structure weightings, after-tax yield on permanent excess cash, if any, future applicable marginal cash tax rate and a beta for Radius, as well as certain financial metrics for the United States financial markets generally. The range of perpetuity growth rates was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account the Financial Projections and market expectations regarding long-term real growth of gross domestic product and inflation.

Goldman Sachs derived ranges of illustrative enterprise values for Radius by adding the ranges of present values it derived above. Goldman Sachs then subtracted from the range of illustrative enterprise values it derived for Radius the amount of Radius’ net debt as of November 30, 2024, as provided by and approved for Goldman Sachs’ use by the management of Radius to derive a range of illustrative equity values for Radius. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully diluted outstanding shares of Radius as of March 12, 2025, as provided by and approved for Goldman Sachs’ use by the management of Radius, using the treasury stock method, to derive a range of illustrative present values per share ranging from $26.50 to $43.00, rounded to the nearest $0.25.

Using the Financial Projections, Goldman Sachs performed an illustrative analysis of the implied present value of an illustrative future value per share of Radius common stock. For this analysis, Goldman Sachs first calculated the implied enterprise value for Radius as of November 30, 2024 by applying a range of multiples of illustrative enterprise value to next twelve month (“NTM”) adjusted EBITDA (“EV/NTM EBITDA”) of 5.0x to 7.0x to estimates of Radius’ adjusted EBITDA for the period ending November 30, 2024 and each of the fiscal years 2025 through 2028. This illustrative range of EV/NTM EBITDA multiple estimates was derived by Goldman Sachs utilizing its professional judgment and experience, taking into account current and historical EV/NTM EBITDA multiples for Radius.

Goldman Sachs then subtracted the amount of Radius’ net debt as of November 30, 2024 and projected as of the end of fiscal years 2025 through 2028, each as provided by and approved for Goldman Sachs’ use by the management of Radius, from the respective implied enterprise values in order to derive a range of illustrative equity values as of November 30, 2024 and as of August 31 for each of the fiscal years 2025 through 2028 for Radius. Goldman Sachs then divided these implied equity values by the number of fully diluted outstanding shares of Radius common stock as of March 12, 2025, and projected year-end number of fully diluted outstanding shares of Radius common stock of each of the fiscal years 2025 through 2028, calculated using

information provided by and approved for Goldman Sachs’ use by the management of Radius, to derive a range of implied future values per share of Radius common stock. Goldman Sachs then discounted these implied future equity values per share of Radius common stock to March 12, 2025 using an illustrative discount rate of 14.7%, reflecting an estimate of Radius’ cost of equity. Goldman Sachs derived such discount rate by application of the CAPM, which requires certain company-specific inputs, including a beta for Radius, as well as certain financial metrics for the United States financial markets generally. This analysis resulted in a range of implied present value per share ranging from $29.25 to $43.75, rounded to the nearest $0.25. As a sensitivity analyses for reference purposes only and using the same methodology for the Core Adjusted EBITDA (as defined in the section of this proxy statement entitled “The Merger Proposal (Proposal 1)—Certain Financial Projections” beginning on page 56), Goldman Sachs derived a range of illustrative present values per share ranging from $10.25 to $18.25, rounded to the nearest $0.25.

Goldman Sachs reviewed and analyzed, using publicly available information, the acquisition premia for all-cash acquisition transactions announced from January 1, 2014 through March 12, 2025 involving a public company based in the United States as the target where the disclosed enterprise values for the transaction were between $500 million and $1.5 billion. This analysis excluded financial institutions group transactions, real estate investment trust transactions and transactions in which the 52-week low was less than $5.00 per share, using information obtained from FactSet Research Systems Inc. For the entire period, using publicly available information, Goldman Sachs calculated the median, 25th percentile and 75th percentile premiums of the price paid in the 160 transactions relative to the target’s last undisturbed closing stock price prior to announcement of the respective transaction. This analysis indicated a median premium of 32%, 25th percentile premium of 17% and 75th percentile premium of 50% across the period. Using this analysis, Goldman Sachs applied a reference range of illustrative premiums of 17% to 50% to the undisturbed closing price per share of Radius common stock of $13.98 as of March 12, 2025 and calculated a range of implied equity values per share of Radius common stock of $16.25 to $21.00, rounded to the nearest $0.25.

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to Radius or the contemplated merger.

Goldman Sachs prepared these analyses for purposes of Goldman Sachs’ providing its opinion to the Radius Board as to the fairness from a financial point of view to the holders of the shares of Radius common stock of the $30.00 in cash per share of Radius common stock to be paid to such holders, taken in the aggregate, pursuant to the merger agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties to the merger agreement or their respective advisors, none of Radius, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast.

The $30.00 in cash per share of Radius common stock was determined through arm’s-length negotiations between Radius and TAI and was approved by the Radius Board. Goldman Sachs provided advice to Radius during these negotiations. Goldman Sachs did not, however, recommend any specific consideration to Radius or the Radius Board or that any specific amount of consideration constituted the only appropriate consideration for the merger.

As described elsewhere in this proxy, Goldman Sachs’ opinion to the Radius Board was one of many factors taken into consideration by the Radius Board in making its determination to approve the merger agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex B.

Goldman Sachs and its affiliates are engaged in advisory, underwriting, lending and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of Radius, TAI, any of their respective affiliates and third parties, including TTC, a significant shareholder of TAI, or any currency or commodity that may be involved in the merger contemplated by the merger agreement. Goldman Sachs acted as financial advisor to Radius in connection with, and participated in certain of the negotiations leading to, the merger. Goldman Sachs has provided certain financial advisory and/or underwriting services to Radius and/or its affiliates from time to time. During the two-year period ended March 13, 2025, Goldman Sachs has not been engaged by Radius, TAI or TTC and/or its and their respective affiliates to provide financial advisory or underwriting services for which Goldman Sachs has recognized compensation. Goldman Sachs may also in the future provide financial advisory and/or underwriting services to Radius, TAI, TTC and their respective affiliates for which Goldman Sachs Investment Banking may receive compensation.

The Radius Board selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the merger. Pursuant to a letter agreement dated February 21, 2025, Radius engaged Goldman Sachs to act as its financial advisor in connection with the merger. The engagement letter between Radius and Goldman Sachs provides for a transaction fee that is estimated, based on the information available as of the date of announcement, at approximately $26.8 million, the principal portion of which is contingent upon consummation of the merger. In addition, Radius has agreed to reimburse Goldman Sachs for certain of its expenses, including attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

Radius does not as a matter of course, publicly disclose projections as to its future financial results. Radius’ senior management prepared and provided to the Radius Board at its meeting on February 13, 2025, certain non-public financial forecasts based on management’s reasonable best estimates, judgments and assumptions with respect to Radius’ future financial performance at the time such forecasts were prepared, as further described in the section of this proxy statement entitled “The Merger Proposal (Proposal 1)—Background of the Merger” beginning on page 39. The Financial Projections were approved and provided by the Radius Board for Goldman Sachs’ use for purposes of its financial analyses summarized above under “The Merger Proposal (Proposal 1)—Opinion of Radius’ Financial Advisor” beginning on page 52. Goldman Sachs expressed no view or opinion as to these financial projections or the assumptions on which they were based. A summary of the Financial Projections is set forth below:

The Financial Projections were not prepared with a view to public disclosure or with a view toward compliance with SEC rules and are included in this proxy statement only because the Financial Projections were approved and provided by the Radius Board to Goldman Sachs for purposes of its financial analyses summarized above under “The Merger Proposal (Proposal 1)—Opinion of Radius’ Financial Advisor.” The Financial Projections were not prepared with a view to compliance with generally accepted accounting principles as applied in the United States (“GAAP”), the published guidelines of the SEC regarding projections and forward-looking statements or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The Financial Projections were prepared by, and are the responsibility of, Radius’ management. PricewaterhouseCoopers LLP (“PwC”) has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the Financial Projections and, accordingly, PwC does not express an opinion or any other form of assurance with respect thereto. The PwC report incorporated by reference in this proxy statement relates to Radius’ previously issued financial statements. It does not extend to the Financial Projections and should not be read to do so. The Financial Projections were prepared solely for internal use of Radius and are subjective in many respects. Radius has made no representations to TAI or Merger Sub, in the merger agreement or otherwise, concerning any projected financial information, including the Financial Projections.

The Financial Projections are forward-looking statements. Although this summary of the Financial Projections is presented with numerical specificity, the Financial Projections reflect numerous variables, assumptions and estimates as to future events made by Radius’ management that it believed were reasonable at the time the Financial Projections were prepared, taking into account the relevant information available to management at the time and presented as of the time of the preparation, to the best of management’s knowledge and belief, the expected course of action and the expected future financial performance of Radius on a stand alone basis as described above and subject to certain assumptions and limitations. Such variables, assumptions and estimates are inherently uncertain and many of which are beyond the control of Radius’ management. Although Radius’ management believes there is a reasonable basis for the Financial Projections, Radius cautions shareholders that future results could be materially different from the Financial Projections. Because the Financial Projections cover multiple years, by their nature, they become less predictive with each successive year. This information is not fact and should not be relied upon as being necessarily indicative of actual future results. The Financial Projections are subject to estimates and assumptions in many respects and, as a result, subject to interpretation. These estimates and assumptions may prove inaccurate for any number of reasons, including general economic conditions, competition and other risks. For information on factors that may cause Radius’ future results to materially vary, see the section of this proxy statement entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 29.

In addition, the Financial Projections do not take into account any circumstances or events occurring after the date that they were prepared and do not give effect to the merger. Because the Financial Projections were developed on a stand alone basis without giving effect to the merger, they do not reflect any divestitures or other restrictions that may be imposed in connection with the receipt of any necessary governmental or regulatory approvals, any synergies realized as a result of the merger or any changes to Radius’ operations or strategy that may be implemented after completion of the merger. As a result, there can be no assurance that the Financial Projections will be realized, and actual results may be materially better or worse than those contained in the Financial Projections. The inclusion of this information should not be regarded as an indication that the Radius Board, Radius, Goldman Sachs, TAI, TTC, Merger Sub, TAI’s or TTC’s representatives or affiliates or any other recipient of this information considered, or now considers, the Financial Projections to be necessarily predictive of actual future results. The summary of the Financial Projections is not included in this proxy statement in order to induce any shareholder to vote in favor of the merger proposal or any of the other proposals to be voted on at the special meeting.

Except to the extent required by applicable federal securities laws, Radius does not intend, and expressly disclaims any responsibility, to update or otherwise revise the Financial Projections to reflect circumstances existing after the date when Radius prepared the Financial Projections or to reflect the occurrence of future events or changes in general economic or industry conditions, even in the event that any of the assumptions

underlying the Financial Projections are shown to be in error. By including in this document a summary of certain financial projections, neither Radius nor any of its representatives or advisors (including Goldman Sachs) nor TAI or its representatives or affiliates makes any representation to any person regarding the ultimate performance of Radius or the surviving corporation compared to the information contained in such financial forecasts and should not be read to do so.

Certain of the measures included in the Financial Projections may be considered non-GAAP financial measures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by Radius may not be comparable to similarly titled amounts used by other companies. The non-GAAP financial measures were relied upon by Goldman Sachs at the direction of the Radius Board for purposes of its financial analyses and opinion and by the Radius Board in connection with its consideration of the merger. Financial measures provided to a financial advisor in connection with a business combination transaction are excluded from the definition of non-GAAP financial measures and therefore are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Reconciliations of non-GAAP financial measures were not relied upon by Goldman Sachs for purposes of its financial analyses and opinion or by the Radius Board in connection with its consideration of the merger. Radius has not provided reconciliations of the non-GAAP financial measures included in these projections to the comparable GAAP measure due to the lack of reasonably accessible or reliable comparable GAAP measures for these measures and the inherent difficulty in forecasting and quantifying the measures that are necessary for such reconciliation. Accordingly, a reconciliation of the financial measures is not included herein.

In considering the recommendation of the Radius Board that Radius shareholders vote to approve the merger proposal, Radius shareholders should be aware that, aside from their interests as Radius shareholders, certain directors and executive officers of Radius may have interests in the merger that are different from, or in addition to, the interests of Radius shareholders generally, which may create potential conflicts of interest. These interests are described in more detail below and, with respect to the named executive officers of Radius, are quantified in the “Golden Parachute Compensation” table below. The Radius Board was aware of these interests and considered them when it adopted the merger agreement and approved the merger. The calculations set forth herein are based on the outstanding Radius equity awards as of March 31, 2025.

Radius’ named executive officers are Tamara L. Lundgren (Chairman, President and Chief Executive Officer), Stefano Gaggini (Senior Vice President and Chief Financial Officer), Steven G. Heiskell (Senior Vice President and President, Recycling Services), Brian Souza (Senior Vice President and Chief Operations Management Officer), James Matthew Vaughn (Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary), and Richard Peach (former Executive Vice President and Chief Strategy Officer) (the “named executive officers,” and together with Marc Hathhorn (Executive Vice President and Chief Operations Officer), Erika Kelley (Vice President and Chief Accounting Officer) and Erich Wilson (Senior Vice President and Chief Human Resources Officer), the “executive officers”).

With respect to Radius’ executive officers, these interests are described in more detail below, assuming the merger occurs and, where applicable, the executive officer experiences a qualifying termination of employment on July 1, 2025:

With respect to non-employee members of the Radius Board, these interests relate to the impact of the transaction on the directors’ outstanding Radius equity awards and the provision of indemnification, the advancement of expenses, exculpation and insurance arrangements pursuant to the merger agreement and Radius’ articles of incorporation and bylaws, which reflect that such directors may be subject to claims arising from their service on the Radius Board, subject in all respects to the limitations set forth in the merger agreement.

As is the case for any Radius shareholder, Radius’ directors and executive officers will receive $30.00 in cash, without interest and subject to any applicable withholding taxes, for each share of Radius common stock that they own that is issued and outstanding immediately prior to the effective time of the merger. For information regarding beneficial ownership of Radius common stock by each of Radius’ current directors, Radius’ named executive officers and all directors and executive officers as a group, see the section of this proxy statement entitled “Security Ownership of Certain Beneficial Owners and Management” beginning on page 100.

The merger agreement provides that outstanding Radius equity awards will be treated as set forth below.

Radius RSU Awards. Immediately prior to the effective time, each outstanding Radius RSU award will, automatically and without any required action on the part of the holder thereof, become fully vested and be cancelled and converted into the right to receive an amount in cash, without interest and less applicable withholding taxes, equal to the sum of (a) the product of (x) the total number of shares of Radius common stock subject to such Radius RSU award, multiplied by (y) $30.00, plus (b) any accrued and unpaid dividends or dividend equivalent rights corresponding to such Radius RSU award.

Radius PSU Awards. Immediately prior to the effective time, each outstanding Radius PSU award will, automatically and without any required action on the part of the holder thereof, become fully vested and be cancelled and converted into the right to receive, an amount in cash, without interest and less applicable withholding taxes, equal to the product of (a) the total number of shares of Radius common stock subject to the Radius PSU award, 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, multiplied by (b) $30.00.

Radius DSU Awards. Immediately prior to the effective time, each outstanding Radius DSU award will, automatically and without any required action on the part of the holder thereof, become fully vested and be cancelled and converted into the right to receive an amount in cash, without interest and less applicable withholding taxes, equal to the sum of (a) the product of (x) the total number of shares of Radius common stock subject to such Radius DSU award, multiplied by (y) $30.00, plus (b) any accrued and unpaid dividends or dividend equivalent rights corresponding to such Radius DSU award.

Any consideration payable in respect of the Radius equity awards will be paid through the payroll system or payroll provider (to the extent applicable) of the surviving corporation as promptly as reasonably practicable following the effective time, but in no event later than the later of (a) five Business Days after the effective time or (b) the first regularly scheduled payroll date on or following the effective time. Notwithstanding the foregoing, if any payment owed to a holder of Radius RSU awards, Radius PSU awards or Radius DSU awards cannot be made through the surviving corporation’s payroll system or payroll provider, then the surviving corporation will issue a check for such payment to such holder promptly following the effective time.

Special rules govern the treatment of Radius RSU awards that are granted following the entry into the merger agreement, as further discussed in the section of this proxy statement entitled “The Merger Proposal (Proposal 1)—Interests of Radius Executive Officers and Directors in the Merger—Fiscal Year 2026 Equity Awards” beginning on page 62.

The following table sets forth the amounts that each of Radius’ directors and executive officers would receive with respect to unvested Radius equity awards assuming the completion of the merger occurs on July 1, 2025. The numbers set forth below do not attempt to forecast any grants, additional issuances, dividends, additional deferrals or forfeitures of equity-based awards following July 1, 2025. The calculations set forth in the table below are based on outstanding Radius equity awards as of July 1, 2025 and the merger consideration of $30.00. Depending on when the effective time occurs, certain Radius equity awards shown in the table below may vest in accordance with their terms.

Each currently employed executive officer is eligible for severance benefits under such executive officer’s change in control and severance agreement (“CIC agreement”) in the event of the termination of such executive officer’s employment by Radius without “cause” or by such executive officer for “good reason” (each as defined in the CIC Agreements).

Under Ms. Lundgren’s CIC agreement, if Ms. Lundgren’s employment is terminated by Radius without “cause” or if Ms. Lundgren resigns for “good reason”, in each case, within 6 months prior to or 24 months following a “change in control” (as defined in Ms. Lundgren’s CIC Agreement), then Ms. Lundgren is entitled to receive (a) any earned but unpaid annual bonus through the date of such termination, (b) a lump sum amount in cash equal to three times (3x) the sum of (x) the greater of (1) Ms. Lundgren’s annual base salary as of the termination date or (2) Ms. Lundgren’s annual base salary prior to the change in control, plus (y) the greater of (1) the average of Ms. Lundgren’s last three annual bonuses (up to three times (3x) her annual target bonus for the year of termination) or (2) Ms. Lundgren’s most recently established annual target bonus, (c) up to 36 months’ continued life, accident and health insurance benefits, and (d) full accelerated vesting of all outstanding Radius equity awards. The severance payments and benefits under Ms. Lundgren’s CIC agreement are not subject to Ms. Lundgren’s execution of an effective release of claims.

Under the other executive officers’ CIC agreements, if such executive officer’s employment is terminated by Radius without “cause” or such executive officer resigns for “good reason”, in each case, within 18 months following a “change in control” (as defined in their CIC agreements), such executive officer is entitled to receive, subject to such executive officer’s execution of an effective release of claims in favor of Radius, (a) a lump sum cash amount equal to the sum of (x) any unpaid prior fiscal year bonus and (y) the greater of (1) 100% of such executive officer’s target bonus and (z) a prorated portion of such executive officer’s annual bonus based on annualized Radius performance, assuming individual goals are met, (b) a lump sum cash amount equal to 1.5x the sum of (x) the executive officer’s annual base salary, plus (y) the greater of (1) the average of such executive officer’s last three annual bonuses or (2) the most recently established annual bonus for such executive officer, (c) up to 18 months’ continued health benefits, (d) reimbursement for any forfeited employer contributions to such executive officer’s 401(k) account and (e) full accelerated vesting of such executive officer’s time-based Radius equity awards.

Under Ms. Lundgren’s CIC agreement, if any payments provided for in Ms. Lundgren’s CIC agreement or otherwise payable to Ms. Lundgren in connection with a change in control will be subject to excise taxes imposed under Section 4999 of the Code, Radius will be obligated to provide Ms. Lundgren with a gross-up payment so that the after-tax amount retained by Ms. Lundgren is equal to the total amount of such payments.

Under the other executive officers’ CIC agreements, if any payments provided for in such executive officer’s CIC agreement or otherwise payable to such executive officer in connection with a change in control will be subject to excise taxes imposed under Section 4999 of the Code, and if the after-tax benefits that such executive officer would receive from such payments (net of excise taxes and federal and state income taxes) are less than the after-tax benefits that such executive officer would receive if such payments were equal to 2.99x such executive’s “base amount” (within the meaning of Section 280G(b)(3) of the Code) (the “safe harbor amount”), then the amounts payable pursuant to the CIC agreement will be reduced so that the aggregate value of such payments equals such executive officer’s safe harbor amount.

Pursuant to the terms of the merger agreement, Radius’ directors and executive officers will be entitled to certain ongoing indemnification, expense advancement and insurance arrangements. See the section entitled “The Merger Agreement—Indemnification of Directors and Officers; Insurance” beginning on page 88 for a description of such ongoing arrangements.

For a period of twelve (12) months following the effective time (or, if shorter, the applicable employee’s period of employment following the closing date), TAI will provide, or will cause to be provided, to each employee of the surviving corporation or any of its subsidiaries who is employed immediately prior to the effective time and who remains employed as of the effective time, other than any union employee, (i) a base salary or wage rate (as applicable) that is no less favorable than that provided to the continuing employee immediately before the effective time, (ii) an annual target cash incentive opportunity (excluding any equity or equity-based incentive opportunity) that is no less favorable than the annual target cash incentive opportunity provided to the continuing employee immediately before the effective time, (iii) health, welfare, and retirement benefits (excluding any severance benefits, defined benefit retirement and retiree medical plans, change in control benefits, retention benefits and nonqualified deferred compensation plan benefits) that are substantially

comparable, in the aggregate, to those provided to the continuing employee immediately before the effective time and (iv) severance benefits that are no less favorable than the severance benefits set forth on the disclosure letter.

With respect to each of Radius’ annual cash incentive plans in place for the fiscal year in which the effective time occurs, TAI will, or will cause its applicable subsidiary to, pay to each continuing employee who participates in such a plan and remains employed with TAI, the surviving corporation or their respective subsidiaries through the end of such fiscal year (or, if later, and if required by the annual cash incentive plan, through the applicable payment date), at the same time or times that TAI, the surviving corporation or their applicable subsidiary pays annual bonuses in respect of such fiscal year to other similarly situated employees thereof, but in no event later than March 15 immediately after the end of such fiscal year, a cash bonus for such fiscal year that is equal to the annual bonus that such continuing employee is entitled to receive under the applicable annual cash incentive plan based on actual level of achievement of the applicable performance criteria for such fiscal year (as determined after giving appropriate effect to the transactions contemplated by the merger agreement).

As of the date of this proxy statement, other than the arrangements discussed in this proxy statement, none of Radius’ executive officers have entered into any agreement with TAI or its affiliates regarding employment with, compensation from, or equity participation or reinvestment in, the surviving corporation, or TAI or its affiliates on a going-forward basis following the completion of the merger. However, TAI has previously indicated its belief that the continued involvement of Radius’ management team is integral to the surviving corporation’s future success, and as of the date of this proxy statement, discussions are ongoing between members of Radius’ management team, including certain of Radius’ executive officers, and representatives of TAI or its affiliates with respect to such potential arrangements.

Radius will, in consultation with TAI, consider certain actions before the effective time to mitigate the amount of potential “excess parachute payments” for “disqualified individuals” (each as defined in Section 280G of the Code).

Ms. Lundgren’s CIC agreement provides for a tax gross-up, and the other executive officers’ CIC agreements contain a Section 280G modified net cutback provision, in each case, in the event that payments and benefits to such executive officer in connection with a change in control will be subject to excise taxes imposed under Section 4999 of the Code. The CIC agreements are further described in the section of this proxy statement entitled “The Merger Proposal (Proposal 1)—Interests of Radius Executive Officers and Directors in the Merger—Severance Benefits” beginning on page 62.

Radius may establish a cash-based retention bonus program in an aggregate amount to be determined by TAI and Radius to promote retention after the closing of the merger and to incentivize efforts to consummate the closing of the merger, pursuant to which executive officers could, but are not expected to, participate. No awards under such program have been granted to executive officers as of the date hereof.

If the merger is not consummated prior to October 31, 2025, Radius may grant Radius equity awards to its employees (including its executive officers) in the ordinary course of business, with a maximum aggregate grant value of $14 million and a maximum individual aggregate grant value of $4 million (with only Ms. Lundgren being eligible to receive Radius equity awards with an aggregate grant value of $4 million). These awards will have the same terms and conditions as applicable to the equity awards granted in November 2024, except that Radius may elect to grant Radius RSU awards in lieu of Radius PSU awards, and such Radius equity awards shall be subject to “double trigger” vesting in lieu of “single trigger” vesting. Any Radius equity awards granted after October 31, 2025 will be converted at the effective time into cash-based awards based on the merger consideration and will vest in accordance with the original time-vesting terms. No such awards have been granted to executive officers as of the date hereof.

Radius may restore the 4% employer matching contribution under the Radius Recycling, Inc. Retirement Plan, which was temporarily reduced from 4% to 1% in November 2024. In addition, Radius may, in calendar year 2025, implement merit- or market-based base salary increases and corresponding changes to annual target bonus opportunities that were originally scheduled for November 2024, up to maximum aggregate base salary increase of 3% and a maximum individual base salary increase of 10%.

The following table sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation for Radius’ named executive officers based on the merger, assuming that (a) the merger is completed on July 1, 2025, (b) each named executive officer experiences a qualifying termination of employment immediately following the completion of the merger, (c) each named executive officer’s base salary rate, target annual bonus and benefits levels remain unchanged from those in effect as of the date of this proxy statement, (d) each named executive officer’s Radius equity awards remain unchanged as of July 1, 2025 and (e) the merger consideration is $30.00 per share. The actual amounts payable would depend on the date of termination, the manner of the termination and the terms of the agreements in effect at such time. The calculations in the table below neither include amounts that Radius’ named executive officers were already entitled to receive or were vested in as of the date of this proxy statement, nor do they include amounts under contracts, agreements, plans or arrangements to the extent they do not discriminate in scope, terms or operation in favor of the named executive officers and are available generally to all the salaried employees of Radius. Additionally, the calculations do not reflect a tax gross-up for Ms. Lundgren because, as of the date hereof, her merger-related payments and benefits are not expected to be subject to excise taxes under Section 4999 of the Code. The calculations do not reflect any possible reductions under the Section 280G modified net cutback provisions as described above in the section entitled “The Merger Proposal (Proposal 1)—Interests of Radius’ Executive Officers and Directors in the Merger—Severance Benefits” beginning on page 60. These amounts do not include any amounts payable in respect of any issuances or forfeitures of Radius equity awards that may be made or occur after July 1, 2025 and prior to the completion of the merger, and do not reflect any Radius equity awards that have vested or are expected to vest in accordance with their terms prior to the completion of the merger. As a result of the foregoing assumptions, which may or may not actually occur or be accurate on the relevant date, including the assumptions described in the footnotes to the table, the actual amounts, if any, to be received by a named executive officer may materially differ from the amounts set forth below.

The merger is not conditioned on any financing arrangements or contingencies. Concurrently with the execution of the merger agreement and pursuant to the parent guaranty, TTC agreed to, among other things, guarantee the payment and performance of obligations of TAI and Merger Sub under the merger agreement. TAI and Merger Sub have represented in the merger agreement that TTC has, and will have as of the closing, and TAI will have as of the closing, available to it (and will make available to Merger Sub in a timely manner) sufficient funds to make all payments contemplated by the merger agreement to be made by TAI, Merger Sub or the surviving corporation as of the effective time and to pay all fees and expenses incurred in connection with the transactions contemplated by the merger agreement that are payable by TAI or Merger Sub in accordance with the terms of the merger agreement.

Under the merger agreement and subject to certain limitations, each of Radius and TAI has agreed to use (and to cause their subsidiaries and controlled affiliates, and use reasonable best efforts to cause their other affiliates to use) their respective reasonable best efforts to take promptly, or cause to be taken, all actions, and to do promptly, or cause to be done, and to assist and cooperate with the other parties to the merger agreement in doing, all things necessary, proper or advisable under applicable laws or pursuant to any contract to consummate and make effective the merger and the other transactions contemplated by the merger agreement as promptly as practicable and in any event prior to the end date (as defined in the section of this proxy statement entitled “Summary Term Sheet—The Merger—Termination” beginning on page 16), except that TAI is not obligated to accept any regulatory remedies that would constitute a burdensome condition (as defined below). Completion of the merger is conditioned upon (i) the expiration or early termination of (a) the applicable waiting period (and any extension thereof) applicable to the consummation of the merger under the HSR Act and (b) any agreement with a governmental entity not to consummate the merger and the other transactions contemplated by the merger agreement, and (ii) the receipt of each other clearance, approval, or waiting period applicable to the consummation of the merger and the other transactions contemplated by the merger agreement imposed under any antitrust laws with respect to the merger set forth in the disclosure letter (the “specified regulatory approvals”).

Under the HSR Act, the merger may not be completed until notifications have been filed with and certain information has been furnished to the Antitrust Division and the FTC and all statutory waiting period requirements have been satisfied and any required approvals thereunder have been obtained. Radius and TAI expect to file notifications with the Antitrust Division and the FTC as promptly as practicable.

At any time before or after the completion of the merger, the Antitrust Division, the FTC or foreign antitrust authorities could take action under the U.S. or foreign antitrust laws, including seeking to prevent the merger, to rescind the merger or to clear the merger subject to the divestiture of assets of Radius or TAI or subject to other remedies. In addition, U.S. state attorneys general could take action under the antitrust laws as they deem necessary or desirable in the public interest, including without limitation seeking to enjoin the completion of the transactions or permitting completion subject to the divestiture of assets of Radius or TAI or other remedies. Private parties may also seek to take legal action under the antitrust laws under some circumstances. There can be no assurance that a challenge to the transactions on antitrust grounds will not be made or, if such challenge is made, that it would not be successful.

The merger cannot be completed until one of the following events related to CFIUS has occurred without the requirement or imposition of a burdensome condition (as defined below): (i) written notification by CFIUS to TAI and Radius that none of the transactions contemplated by the merger agreement constitutes a “covered transaction” pursuant to the DPA; (ii) written notification by CFIUS to TAI and Radius that CFIUS has determined that there are no unresolved national security concerns with respect to the transactions contemplated by the merger agreement; or (iii) CFIUS having sent a report to the President requesting the President’s decision and the President having announced a decision to not take any action to suspend or prohibit the transactions contemplated by the merger agreement.

Under the merger agreement and subject to certain limitations, Radius and TAI have both agreed to use (and to cause their subsidiaries and controlled affiliates, and use reasonable best efforts to cause their other affiliates, to use) their respective reasonable best efforts to take promptly, or cause to be taken, all actions, and to do promptly, or cause to be done, and to assist and cooperate with the other parties to the merger agreement in doing, all things necessary, proper or advisable under applicable laws or pursuant to any contract to consummate and make effective the merger and the other transactions contemplated by the merger agreement as promptly as practicable and in any event prior to the end date, except that TAI is not obligated to accept any regulatory remedies that would constitute a burdensome condition.

With respect to any approvals relating to antitrust laws, regulatory clearances and CFIUS review, Radius and TAI have also agreed to (and to cause their respective subsidiaries and controlled affiliates, and use reasonable best efforts to cause their respective other affiliates to) use their respective reasonable best efforts to take any and all actions necessary, proper or advisable to avoid, eliminate, and resolve any and all impediments under any antitrust law or foreign investment law and the DPA that may be asserted by any governmental entity or any other person with respect to the transactions contemplated by the merger agreement and to obtain CFIUS approval and all consents, approvals and waivers under any antitrust law or foreign investment law that may be required by any governmental entity to enable the parties to the merger agreement to close the merger as promptly as practicable after March 13, 2025 (and in any event no later than the end date), including (i) supplying or causing to be supplied to any governmental entity as promptly as practicable any and all additional information or documentary material that may be requested, and certifying compliance with such request (as applicable), under any law or by such governmental entity, (ii) proposing, negotiating, committing to, effecting, agreeing to and executing, by consent decree, settlement, undertaking, stipulations, hold separate order, binding agreement with any third party or otherwise, the sale, divestiture, transfer, license, hold separate or disposition of any and all of the share capital or other equity voting interests, assets (whether tangible or intangible), businesses, divisions, operations, products or product lines of TAI (or its affiliates) and of Radius (or its subsidiaries), (iii) terminating, transferring or creating relationships, contractual rights or other obligations of TAI (or its affiliates) and Radius (or its subsidiaries), and (iv) otherwise taking or committing to take any actions or agree to any undertakings that would limit TAI’s (or its affiliates’, and the surviving corporation’s) freedom of action with respect to, or their ability to retain, or impose obligations on TAI’s (or its affiliates’) and the surviving corporation’s (and its subsidiaries’) future operations with respect to, assets (whether tangible or intangible), businesses, divisions, personnel, operations, products or product lines or contractual or supply relationships of TAI (or its affiliates, including the surviving corporation) or Radius (or its subsidiaries), in each case so as to satisfy the conditions to the closing or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any legal proceeding that would otherwise have the effect of preventing the closing or delaying the closing beyond the end date (each such action in the foregoing clauses (ii) to (iv), individually or collectively, a “remedial action”), subject to certain limitations described

below. Radius will not be permitted to offer or agree to or effectuate any remedial action without the prior written consent of TAI. TAI (or any of its affiliates) will not be required to accept or agree to any remedial action that would have (x) an adverse impact on TTC, its subsidiaries (excluding the surviving corporation after the effective time) or TAI’s joint ventures that is material to TTC, its subsidiaries and TAI’s joint ventures, taken as a whole (excluding the surviving corporation after the effective time) or (y) a material adverse effect on Radius and its subsidiaries, taken as a whole (each such impact, a “burdensome condition”). If requested by TAI in writing, Radius will agree to any remedial action so long as such action is conditioned on the occurrence of the closing (and, for the avoidance of doubt, Radius will not be required to effectuate or agree to any remedial action unless such action is conditioned on the occurrence of the closing).

Any remedial action with respect to TTC, its subsidiaries or TAI’s joint ventures (excluding the surviving corporation after the effective time) that would result in an adverse impact on the relationship of TAI, TTC or their respective joint ventures or subsidiaries, on the one hand, with Toyota Motor Corporation and its subsidiaries, on the other hand, that is material to TTC, its subsidiaries and TAI’s joint ventures, taken as a whole (excluding the surviving corporation after the effective time), such a material impact being deemed to include a remedial action with respect to TTC, its subsidiaries or TAI’s joint ventures (excluding the surviving corporation after the effective time) that interferes in any material respect with or prohibits such an entity from continuing to operate or own a business or material portion of a business for which Toyota Motor Corporation or any of its subsidiaries is the direct or indirect customer, arranger or beneficiary as of March 13, 2025, shall be deemed to have a material impact on TTC, its subsidiaries and TAI’s joint ventures, taken as a whole.

Radius, TAI and Merger Sub will cooperate and consult with each other in connection with the making of all registrations, filings, notifications, substantive communications, submissions and any other actions pursuant to this paragraph, and, subject to applicable legal limitations and the instructions of any governmental entity, Radius, on the one hand, and TAI and Merger Sub, on the other hand, will keep each other apprised of the status of matters relating to the completion of the transactions contemplated by the merger agreement, including promptly furnishing the other with copies of notices or other substantive communications provided to or received by or on behalf of Radius or TAI, as the case may be, or any of TAI’s subsidiaries, from any third party or any governmental entity with respect to the transactions contemplated by the merger agreement. Subject to applicable law relating to the exchange of information, Radius, on the one hand, and TAI and Merger Sub, on the other hand, will permit counsel for the other party a reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed notifications or filings and any written substantive communications or submissions, and with respect to any such notification, filing, written substantive communication or submission, any documents submitted therewith to any governmental entity; provided, that materials may be redacted (i) to remove references concerning the valuation of the businesses of Radius, or proposals from third parties with respect thereto, (ii) as necessary to comply with contractual agreements and (iii) as necessary to address reasonable privilege or confidentiality concerns. Each of Radius, TAI and Merger Sub agrees not to participate in any meeting or discussion, either in person, by videoconference, or by telephone, with any governmental entity in connection with the transactions contemplated by the merger agreement unless it consults with the other party in advance and, to the extent not prohibited by such governmental entity, gives the other party the opportunity to attend and participate.

While Radius has no reason to believe it will not be possible to complete the antitrust or CFIUS reviews in a timely manner, there is no certainty that these reviews will be completed within the period of time contemplated by the merger agreement or that the completion of any of such reviews would not be conditioned upon actions that would constitute a burdensome condition, or that a challenge to the merger will not be made. If a challenge is made, the results of such challenge cannot be predicted. Private parties or U.S. state attorneys general may also bring actions under the antitrust and other laws under certain circumstances. Further, regulatory reviews do not constitute an endorsement or recommendation of the merger.

Pursuant to the parent guaranty, TTC has agreed to (i) absolutely, unconditionally, and irrevocably guarantee the due and punctual payment and performance of each of the covenants, obligations and liabilities of TAI, Merger Sub or the surviving corporation, as applicable, and their respective affiliates, successors and assigns under, arising out of or in connection with the merger agreement (the “guaranteed obligations”); (ii) take the same actions as TAI under certain specified provisions in the merger agreement, to the same extent as if TTC were a direct party to the merger agreement; (iii) cooperate with Radius in the preparation of the proxy statement

and in resolving all comments by the staff of the SEC; and (iv) cause TAI and Merger Sub (and following the effective time, the surviving corporation) to duly perform their respective covenants and obligations as required by the merger agreement, in each case, subject to the limitations set forth in the merger agreement.

The parent guaranty will remain in full force and effect and binding on TTC, its successors, and permitted assigns until the complete, irrevocable, and indefeasible payment, performance and satisfaction in full of the guaranteed obligations following the effective time, except that the parent guaranty will terminate as of the earliest to occur of the following:

The exchange of Radius common stock for cash in the merger generally will be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. holder (as defined in the section of this proxy statement entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 102) whose shares of Radius common stock are converted into the right to receive cash in the merger will recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash received with respect to such shares and the U.S. holder’s adjusted tax basis in such shares at the time of the exchange. Gain or loss will be determined separately for each block of shares of Radius common stock (i.e., shares of Radius common stock acquired at the same cost in a single transaction). The determination of the actual tax consequences of the merger to a holder of Radius common stock will depend on the holder’s specific situation.

The tax consequences of the merger to you will depend on your particular circumstances. You should read the section of this proxy statement entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 102 and consult your tax advisors regarding the U.S. federal income tax consequences of the merger to you in your particular circumstances, as well as tax consequences arising under the laws of any state, local or foreign taxing jurisdiction.

As promptly as practicable following the completion of the merger, the Radius Class A common stock currently listed on Nasdaq will cease to be listed on Nasdaq and the Radius common stock will be deregistered under the Exchange Act.

Under the Oregon Act, holders of shares of Radius Class A common stock are not entitled to dissenters’ rights in connection with the merger.

Under the Oregon Act, holders of Radius Class B common stock have the right to dissent from the merger and demand payment in cash for the “fair value” of their shares of Radius Class B common stock, together with accrued interest, if any, in lieu of the merger consideration, subject to the requirements and limitations set forth in the OBCA Dissenters’ Rights Provisions described herein. These rights are known as dissenters’ rights. Holders of record and beneficial owners of Radius Class B common stock electing to exercise dissenters’ rights must comply with the provisions of the OBCA Dissenters’ Rights Provisions in order to perfect their rights. Strict compliance with the statutory procedures is required to perfect dissenters’ rights under the Oregon Act. This section is intended as a brief summary of the material provisions of the Oregon Act pertaining to dissenters’ rights. The following discussion, however, is not a complete summary of the law pertaining to dissenters’ rights under the Oregon Act and is qualified in its entirety by the full text of the OBCA Dissenters’ Rights Provisions,

which is attached to this proxy statement as Annex C and incorporated into this proxy statement by reference. A copy of the OBCA Dissenters’ Rights Provisions may also be accessed without subscription or cost at the following publicly available website: https://www.oregonlegislature.gov/bills_laws/ors/ors060.html. Failure to comply strictly with the procedures set forth in the OBCA Dissenters’ Rights Provisions will result in the loss of dissenters’ rights. The following discussion does not constitute any legal or other advice, nor does it constitute a recommendation as to whether or not a holder of record or beneficial owner of Radius Class B common stock should exercise his, her or its dissenters’ rights under the OBCA Dissenters’ Rights Provisions.

Subject to certain exceptions specified in the OBCA Dissenters’ Rights Provisions and summarized below, holders of record, and beneficial owners, of shares of Radius Class B common stock who: (a) deliver to Radius prior to the vote on the merger agreement at the online special meeting a written notice of such holder’s intent to demand payment for the “fair value” of such holder’s shares of Radius Class B common stock if the merger agreement is approved; (b) have not consented to or otherwise voted in favor of the merger agreement or otherwise withdrawn, lost or failed to perfect their dissenters’ rights; and (c) otherwise comply with the applicable procedures and requirements set forth in the OBCA Dissenters’ Rights Provisions may be entitled to receive payment in cash of the “fair value” of such shares (excluding any appreciation or depreciation in anticipation of the merger, unless exclusion would be inequitable) as of the completion of the merger instead of the merger consideration. Any such holder of record or beneficial holder of Radius Class B common stock awarded “fair value” for the holder’s shares would receive payment of that fair value in cash, together with accrued interest, if any, in lieu of the right to receive the merger consideration. It is possible that any “fair value” determined by an Oregon court may be more or less than, or the same as the merger consideration.

This proxy statement constitutes our notice to the holders of Radius Class B common stock of the availability of dissenters’ rights in connection with the merger in compliance with the requirements of the OBCA Dissenters’ Rights Provisions, a copy of which is attached to this proxy statement as Annex C and incorporated into this proxy statement by reference. A copy of the OBCA Dissenters’ Rights Provisions may also be accessed without subscription or cost at the following publicly available website: https://www.oregonlegislature.gov/bills_laws/ors/ors060.html. Holders of record and beneficial owners of Radius Class B common stock who wish to exercise dissenters’ rights or who wish to preserve the right to do so should review the following summary and the applicable statutory provisions carefully. Failure to comply with the procedures of the OBCA Dissenters’ Rights Provisions in a timely and proper manner will result in the loss of dissenters’ rights. Because of the complexity of the procedures for exercising dissenters’ rights, holders of record and beneficial owners of Radius Class B common stock who wish to exercise dissenters’ rights are urged to consult with their own legal and financial advisors in connection with compliance under the OBCA Dissenters’ Rights Provisions. A holder of record or beneficial owner of Radius Class B common stock who withdraws, loses, or otherwise fails to perfect his, her or its dissenters’ rights will be entitled to receive the merger consideration.

If you are a holder of Radius Class B common stock and wish to exercise the right to seek payment in cash of the “fair value” of your shares of Radius Class B common stock, you must satisfy each of the following conditions.

You must, before the vote on approval of the merger agreement at the special meeting, deliver to Radius a written notice of dissent and intent to demand payment for the “fair value” of your shares in the event that the merger agreement is approved. Voting against or failing to vote for the merger agreement by itself does not constitute a notice of dissent within the meaning of the OBCA Dissenters’ Rights Provisions. A holder of Radius Class B common stock who does not deliver to Radius a written notice of dissent and intent to demand payment for such shares before the vote with respect to the merger agreement is taken will not be entitled to payment of such holder’s shares under the OBCA Dissenters’ Rights Provisions.

In the case of a record holder of shares of Radius common stock, voting, via the Internet during the special meeting or by proxy, against, abstaining from voting on or failing to vote on the merger agreement will not constitute a written notice of dissent or demand for payment as required by the OBCA Dissenters’ Rights Provisions. The written notice of dissent and demand for payment under the OBCA Dissenters’ Rights Provisions is in addition to and separate from any proxy or vote. If you want to exercise your dissenters’ rights, you must not vote your shares of Radius Class B common stock via the Internet during the special meeting or by proxy in favor of the merger agreement.

If the merger agreement is approved, Radius will deliver a written dissenters’ notice to all holders of Radius Class B common stock who have satisfied the requirements described above. The notice will be sent no later than 10 days after the special meeting to approve the merger agreement. The notice will, among other things, state where the payment demand must be sent and where and when stock certificate(s), if any, must be deposited, and for holders of uncertificated shares, as to what extent transfer of such shares will be restricted after the payment demand is received. The notice will also include a form for demanding payment. The form will include the date of the first announcement of the terms of the merger to the news media or to shareholders and will require certification as to whether or not the dissenter acquired beneficial ownership before that date. The dissenters’ notice will also set a date by which Radius will receive the payment demand. The date will not be fewer than 30 nor more than 60 days following the date Radius delivers the written dissenters’ notice as described above. The notice will also include a copy of applicable provisions of the Oregon Act.

A holder of Radius Class B common stock receiving a dissenters’ notice must demand payment, certify whether such holder of Radius Class B common stock acquired beneficial ownership of the shares of Radius Class B common stock before the date required to be set forth in the dissenters’ notice described above, and deposit stock certificate(s), if any, in accordance with the terms of the notice. A holder of Radius Class B common stock who does not properly and timely satisfy these requirements in accordance with the dissenters’ notice will not be entitled to payment for his or her shares under the OBCA Dissenters’ Rights Provisions and will instead receive the merger consideration.

Upon its receipt of a proper and timely payment demand, Radius will pay each dissenter the amount that Radius estimates to be the fair value of such dissenter’s shares of Radius Class B common stock, plus accrued interest. The payment will be accompanied by, among other things, a copy of Radius’ balance sheet and income statement, a statement of the estimate of the fair value of the shares, an explanation of how interest was calculated, a statement of the dissenter’s right to demand supplemental payment if such shareholder believes the amount paid is less than the fair value of the shares, and a copy of the applicable provisions of the Oregon Act.

For dissenting shareholders who were not the beneficial owners of their shares of Radius Class B common stock before the date of first announcement to the news media or shareholders stated in the dissenters’ notice, Radius may elect to withhold payment under the OBCA Dissenters’ Rights Provisions. To the extent Radius elects to do so, after consummating the merger, Radius will estimate the fair value of the shares, plus accrued interest, and will pay this amount to each dissenter who agrees to accept it in full satisfaction of the dissenter’s demand. Radius will send with its offer an explanation of how Radius estimated the fair value of the shares, an explanation of how the interest was calculated, and a statement of the dissenter’s own estimate of the dissenter’s shares and the amount of interest due in the dissenter believes that the amount offered is less than the fair value of the shares or under certain other circumstances enumerated in the OBCA Dissenters’ Rights Provisions and described herein.

Within 30 days of Radius’ offer, a dissenter may notify Radius in writing of the dissenter’s own estimate of the fair value of the shares of Radius Class B common stock and the amount of interest due. The dissenter may then reject Radius’ offer and demand payment of the dissenter’s estimate under the following limited conditions: (i) if the dissenter believes that Radius’ offer is less than the fair value of the dissenter’s shares of Radius Class B common stock or that Radius has incorrectly calculated the interest; (ii) if Radius fails to make payment within 60 days of the date set for demanding payment; or (iii) if Radius does not act on the merger and fails to return the deposited certificates or release the transfer restrictions imposed on uncertificated shares within 60 days after the date set for demanding payment.

If a demand for payment remains unsettled, Radius will commence a proceeding within 60 days after receiving the dissenter’s payment demand and petition the applicable Oregon court to determine the fair market value of the shares and accrued interest. If Radius does not commence the proceeding within such 60-day period, it will pay each dissenter whose demand remains unsettled the amount demanded.

The jurisdiction in which the proceeding is commenced will be plenary and exclusive. The applicable Oregon court may appoint one or more appraisers to receive evidence and recommend decision on the question of fair value. The appraiser(s) will have the powers described in the order appointing them, or in any amendment to it. The fair value of the shares as determined by such court may be less than, equal to, or greater than the value of the merger consideration to be issued to non-dissenting shareholders for Radius common stock under the terms of the merger agreement if the merger is consummated. Shareholders should be aware that investment

banking opinions as to the fairness, from a financial point of view, of the consideration payable in a merger are not opinions as to fair value under the OBCA Dissenters’ Rights Provisions. Each dissenter made party to the proceeding is entitled to a judgment (a) for the amount, if any, by which the court finds the fair value of the dissenter’s shares, plus interest, exceeds the amount paid by us, or (b) for the fair value, plus accrued interest, of the dissenter’s after-acquired shares for which Radius elected to withhold payment pursuant to the OBCA Dissenters’ Rights Provisions.

The applicable Oregon court will also determine the costs and expenses of the court proceeding and assess them against Radius, except that such court may assess the costs against all or some of the dissenters, in amounts such court finds equitable, to the extent such court finds the dissenters acted arbitrarily, vexatiously or not in good faith in demanding payment under the OBCA Dissenters’ Rights Provisions. If such court finds that Radius did not substantially comply with the relevant OBCA Dissenters’ Rights Provisions, such court may also assess against Radius any fees and expenses of counsel and experts for the respective parties, in amounts such court finds equitable. Such court may also assess those fees and expenses against any party if such court finds that the party acted arbitrarily, vexatiously or not in good faith with respect to dissenters’ rights. If such court finds that the services of counsel for any dissenter were of substantial benefit to other dissenters similarly situated, and that the fees for those services should not be assessed against Radius, such court may award to counsel reasonable fees to be paid out of the amounts awarded to the dissenters who were benefited.

In addition, in the case of a demand to assert dissenters’ rights made by a person having a beneficial interest in shares of Radius Class B common stock held in a voting trust or by a nominee as the holder of such shares of Radius Class B common stock, such shareholder must (a) submit to Radius the written consent of the record holder of shares of Radius Class B common stock to the dissent not later than the time the beneficial shareholder asserts dissenters’ rights and (b) do so with respect to all shares of which such shareholder is the beneficial shareholder or over which such shareholder has power to direct the vote. A record shareholder may assert dissenters’ rights as to fewer than all the shares registered in the shareholder’s name only if the shareholder dissents with respect to all shares beneficially owned by any one person and notifies Radius in writing of the name and address of each person on whose behalf the shareholder asserts dissenters’ rights.

If any holder of Radius Class B common stock shall fail to perfect, or otherwise shall waive, withdraw or lose, the right to dissent and seek payment under the OBCA Dissenters’ Rights Provisions or a court of competent jurisdiction shall determine that such holder of Radius Class B common stock is not entitled to the relief provided by the OBCA Dissenters’ Rights Provisions, then the right of such holder to be paid the fair value of such holder’s shares under the OBCA Dissenters’ Rights Provisions shall cease and such dissenting Class B shares shall be deemed to have been cancelled and retired and to have been converted into the right to receive the merger consideration to which such holder is entitled pursuant to the merger agreement, without the right to any interest or other additional consideration.

For purposes of the OBCA Dissenters’ Rights Provisions, “fair value” with respect to the dissenters’ shares means the value of the shares of Radius Class B common stock immediately before the effective date of the merger, excluding any appreciation or depreciation in anticipation of the merger, unless exclusion would be inequitable.

A holder of record or beneficial owner of shares of Radius Class B common stock issued and outstanding immediately prior to the date of the first announcement to news media or to shareholders of the terms of the merger may assert dissenters’ rights for the shares of Radius Class B common stock held of record or beneficially in that holder’s name.

Written notice of your intent to exercise dissenters’ rights must be delivered to Radius at:

The following discussion sets forth the principal terms of the merger agreement, a copy of which is attached as Annex A to this proxy statement and is incorporated by reference herein. The rights and obligations of the parties to the merger agreement are governed by the express terms and conditions of the merger agreement and not by this discussion, which is summary by nature. This discussion is not complete and is qualified in its entirety by reference to the complete text of the merger agreement. You are encouraged to read the merger agreement carefully in its entirety, as well as this proxy statement and any documents incorporated by reference herein, before making any decisions regarding the merger.

The merger agreement and this summary of its terms have been included to provide you with information regarding the terms of the merger agreement. Factual disclosures about Radius contained in this proxy statement or in Radius’ public reports filed with the SEC may supplement, update or modify the factual disclosures about Radius contained in the merger agreement and described in this summary. The representations, warranties and covenants made in the merger agreement by Radius, TAI and Merger Sub were qualified and subject to important limitations agreed to by Radius, TAI and Merger Sub in connection with negotiating the terms of the merger agreement. In particular, in your review of the representations and warranties contained in the merger agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purposes of establishing the circumstances in which a party to the merger agreement may have the right not to close the merger if the representations and warranties of the other party prove to be untrue, due to a change in circumstance or otherwise, and allocating risk between the parties to the merger agreement, and were not intended by the parties to the merger agreement to be a characterization of the actual state of facts or condition of Radius, TAI or Merger Sub, except as expressly stated in the merger agreement. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to shareholders and reports and documents filed with the SEC, and in some cases were qualified by disclosures that were made by Radius to TAI and Merger Sub, which disclosures are not reflected in the merger agreement. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement, may have changed since the March 13, 2025 and subsequent developments or new information qualifying a representation or warranty may have been included in this proxy statement or in the public filings made by Radius with the SEC.

Additional information about Radius may be found elsewhere in this proxy statement and Radius’ other public filings. See “Where You Can Find Additional Information” beginning on page 107 of this proxy statement.

The closing of the merger will take place at the offices of Simpson Thacher, 425 Lexington Avenue, New York, NY, U.S.A. 10017, at 9:00 a.m. Eastern Time, or remotely by exchange of documents and signatures (or their electronic counterparts) on the fourth (4th) Business Day after the satisfaction or waiver (to the extent permitted by applicable law) of the conditions set forth in the merger agreement (other than those conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or waiver of such conditions), or at such other place, time and date as agreed to in writing by Radius and TAI.

At the closing, Radius, TAI and Merger Sub will cause the articles of merger (the “articles of merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Oregon and the certificate of merger (the “certificate of merger”) with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the Oregon Act and the DGCL and, as soon as practicable on or after the closing date, shall make all other filings or recordings required by the Oregon Act and the DGCL in connection with the merger. The merger shall become effective at such time as the articles of merger are duly filed with the Secretary of State of the State of Oregon and the certificate of merger is duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed in writing by Radius and TAI and specified in the articles of merger and the certificate of merger in accordance with the Oregon Act and the DGCL.

On the terms and subject to the conditions set forth in the merger agreement, and in accordance with the Oregon Act and the DGCL, at the effective time, Merger Sub will merge with and into Radius, the separate

corporate existence of Merger Sub will cease and Radius will continue its corporate existence under the laws of the State of Oregon as the surviving corporation in the merger and a wholly owned subsidiary of TAI. At the effective time, and without any further action on the part of Radius, TAI or Merger Sub, (i) the articles of incorporation of Radius will be amended and restated, and, as so amended and restated, shall be the articles of incorporation of the surviving corporation until thereafter amended and (ii) the bylaws of Radius will be amended and restated, and, as so amended, shall be the bylaws of the surviving corporation until thereafter amended.

The directors of Merger Sub as of immediately prior to the effective time shall be the initial 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 officers of Merger Sub as of immediately prior to the effective time or such other individuals as designated by TAI prior to the effective time shall be the initial 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.

At the effective time, each share of Radius common stock outstanding immediately prior to the effective time (other than dissenting Class B shares) will be converted automatically into the right to receive the merger consideration. At the effective time, all such shares of Radius common stock will no longer be outstanding and will automatically be cancelled and shall cease to exist, and each holder of certificates or book-entry shares, which immediately prior to the effective time represented such Radius common stock, will cease to have any rights with respect thereto, except the right to receive the merger consideration upon surrender of such certificates or book-entry shares.

The merger agreement provides that outstanding Radius equity awards will be treated as set forth below.

Radius RSU Awards. Immediately prior to the effective time, each outstanding Radius RSU award will, automatically and without any required action on the part of the holder thereof, become fully vested and be cancelled and converted into the right to receive an amount in cash, without interest and less applicable withholding taxes, equal to the sum of (a) the product of (x) the total number of shares of Radius common stock subject to such Radius RSU award, multiplied by (y) $30.00, plus (b) any accrued and unpaid dividends or dividend equivalent rights corresponding to such Radius RSU award.

Radius PSU Awards. Immediately prior to the effective time, each outstanding Radius PSU award will, automatically and without any required action on the part of the holder thereof, become fully vested and be cancelled and converted into the right to receive an amount in cash, without interest and less applicable withholding taxes, equal to the product of (a) the total number of shares of Radius common stock subject to the Radius PSU award, 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, multiplied by (b) $30.00.

Radius DSU Awards. Immediately prior to the effective time, each outstanding Radius DSU award will, automatically and without any required action on the part of the holder thereof, become fully vested and be cancelled and converted into the right to receive an amount in cash, without interest and less applicable withholding taxes, equal to the sum of (a) the product of (x) the total number of shares of Radius common stock subject to such Radius DSU award, multiplied by (y) $30.00, plus (b) any accrued and unpaid dividends or dividend equivalent rights corresponding to such Radius DSU award.

Any consideration payable in respect of the Radius equity awards will be paid through the payroll system or payroll provider (to the extent applicable) of the surviving corporation as promptly as reasonably practicable following the effective time, but in no event later than the later of (a) five Business Days after the effective time or (b) the first regularly scheduled payroll date on or following the effective time. Notwithstanding the foregoing, if any payment owed to a holder of Radius RSU awards, Radius PSU awards or Radius DSU awards cannot be made through the surviving corporation’s payroll system or payroll provider, then the surviving corporation will issue a check for such payment to such holder promptly following the effective time.

Special rules govern the treatment of Radius RSU awards that are granted following the entry into the merger agreement, as further discussed in the section of this proxy statement entitled “The Merger Proposal (Proposal 1)—Interests of Radius Executive Officers and Directors in the Merger—Fiscal Year 2026 Equity Awards” beginning on page 62.

Before or on the closing date, TAI will deposit, or will cause to be deposited, with a U.S. bank or trust company, that will be appointed by TAI to act as a paying agent and reasonably acceptable to Radius (the “paying agent”), in trust for the benefit of holders of Radius common stock, an amount in cash sufficient to pay the aggregate merger consideration.

As soon as reasonably practicable after the effective time and in any event not later than the second (2nd) Business Day following the closing date, TAI will direct the paying agent to mail to each holder of record of shares of Radius common stock represented by certificates or book entry whose shares of Radius common stock were converted into the right to receive the merger consideration pursuant to the merger agreement, (a) a letter of transmittal (which will specify that delivery of certificates will be effected, and risk of loss and title to certificates will pass, only upon delivery of certificates (or effective affidavits of loss in lieu thereof) to the paying agent or, with respect to book-entry shares, only upon delivery of an “agent’s message” (or such other evidence, if any, of the book-entry transfer as the paying agent may reasonably request) and shall be in such form and have such other provisions as TAI and Radius may mutually reasonably agree), and (b) instructions for effecting the surrender of certificates (or effective affidavits of loss in lieu thereof) or book-entry shares in exchange for the merger consideration.

In the case of a certificate, upon surrender of such certificate (or effective affidavits of loss in lieu thereof) to the paying agent for cancellation, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the paying agent, TAI will cause the paying agent to deliver to the holder of such certificate (or effective affidavits of loss in lieu thereof) the merger consideration for each share of Radius common stock theretofore represented by such certificate, and the certificate so surrendered will be cancelled. With respect to book-entry shares, upon the later of the effective time and, to the extent required by the paying agent, the time when an “agent’s message” is received by the paying agent (or such other evidence, if any, of the transfer as the paying agent may reasonably request), TAI will cause the paying agent to deliver to the holder of such book-entry share the merger consideration for each share of Radius common stock theretofore represented by such book-entry share, and the book-entry share so surrendered will be cancelled.

The merger agreement contains representations and warranties made by Radius to TAI and Merger Sub and by TAI and Merger Sub to Radius. Certain of the representations and warranties in the merger agreement are subject to materiality or material adverse effect qualifications (that is, they will not be deemed to be inaccurate or incorrect unless their failure to be true or correct (a) is material, (b) would result in a material adverse effect on the party making such representation or warranty or (c) would not reasonably be expected to prevent, materially delay or materially impede the merger or the transactions contemplated by the merger agreement). In addition, certain of the representations and warranties in the merger agreement are subject to knowledge qualifications, which means that those representations and warranties would not be deemed untrue, inaccurate or incorrect as a result of matters of which certain individuals from the party making the representation (who are specified in qualifying the “knowledge” of such party for purposes of the merger agreement) did not have actual knowledge (after reasonable inquiry of their direct reports). Furthermore, each of the representations and warranties is subject to the qualifications set forth on the disclosure letter, in the case of certain representations and warranties made by Radius, as well as the reports of Radius filed with or furnished to the SEC during the period from January 1, 2022 through March 13, 2025 (excluding any disclosures set forth in any risk factors section or any disclosure of risks included in any “forward-looking statements” disclaimer to the extent that such disclosures are general in nature or cautionary, predictive or forward-looking in nature).

In the merger agreement, Radius has made representations and warranties to TAI and Merger Sub regarding:

In the merger agreement, TAI and Merger Sub have made representations and warranties to Radius regarding:

For purposes of the merger agreement, a “material adverse effect” on Radius means an event, change, occurrence, effect or development that, individually or in the aggregate with all other events, changes, occurrences, effects or developments, has had, or would reasonably be expected to have, a material adverse effect on the business, assets, liabilities, properties, results of operations or financial condition of Radius and its subsidiaries, taken as a whole, but does not include events, changes, occurrences, effects or developments (by themselves or when aggregated or taken together with any and all other events, changes, occurrences, effects or developments) to the extent relating to, arising out of or in connection with or resulting from:

The merger agreement provides that, from and after March 13, 2025 and prior to the earlier of the effective time and the date, if any, on which the merger agreement is earlier terminated pursuant to the terms of the merger agreement, except (A) as required by applicable law, any governmental entity of competent jurisdiction or the applicable rules or regulations of the Nasdaq, (B) as agreed in writing in advance by TAI, which consent will not be unreasonably withheld, delayed or conditioned, (C) as may be required or expressly permitted by the merger agreement, (D) as required by or to the extent commercially reasonable in response to any COVID-19 measures (so long as Radius keeps TAI reasonably informed of, and to the extent reasonably practicable, consults with TAI prior to the taking of any material action with respect to such COVID-19 measures), or (E) as set forth in the disclosure letter, Radius will, and will cause each of its subsidiaries to, (x) conduct its business in the ordinary course of business consistent with past practice in all material respects, and (y) use reasonable best efforts to preserve intact its current business organizations and maintain its relations and goodwill with all material suppliers, customers, landlords, creditors, employees and other persons having material business relationships with Radius or any of its subsidiaries. In addition, without limiting the generality of the foregoing, and subject to the same exceptions set forth in the foregoing clauses (A)–(E) (provided, that no action by Radius or any of its subsidiaries with respect to the matters specifically addressed below will be deemed a breach of the previous sentence unless such action would constitute a breach of any such relevant provision below), from March 13, 2025 to the earlier of the termination of the merger agreement and the effective time, Radius will not, and will not permit any of its subsidiaries to, do any of the following without the prior written consent of TAI (such consent not to be unreasonably withheld, delayed or conditioned):

Subject to certain exceptions and limitations, from and after March 13, 2025 until the earlier of the effective time and the date, if any, on which the merger agreement is earlier terminated, Radius will, and will cause its subsidiaries to, afford TAI and its representatives reasonable access during normal business hours to Radius’ and its subsidiaries’ employees, officers, properties, contracts and books and records.

Except as permitted by the merger agreement, from and after March 13, 2025 until the earlier of the effective time and the date, if any, on which the merger agreement is earlier terminated, Radius will not, and will cause its subsidiaries not to and direct its and their respective directors, officers, employees and other representatives not to:

Upon execution and delivery of the merger agreement, Radius will, and will cause its subsidiaries and direct its and their respective directors, officers, employees and other representatives to:

Subject to compliance with the merger agreement, Radius may waive any standstill or similar agreement solely to the extent necessary to allow for an alternative proposal that has not been solicited in breach of the restrictions described in this section of this proxy statement entitled “The Merger Agreement—Other Covenants and Agreements—Non-Solicitation of Alternative Proposals” to be made to the Radius Board in a confidential manner so long as Radius promptly notifies TAI thereof (but not the identity of such counterparty) promptly after granting any such waiver. The receipt of an unsolicited proposal, offer, inquiry or request received pursuant to any standstill, confidentiality or other similar agreement that permits the submission of private or confidential proposals to the Radius Board will not, by itself, violate, or be deemed to be in violation of, the preceding sentence. Without limiting the foregoing, any material breach of the restrictions described in this section of this proxy statement entitled “The Merger Agreement—Other Covenants and Agreements—Non-Solicitation of Alternative Proposals” by any of the Radius’ representatives acting in their authorized capacities on behalf of Radius will be deemed to be a breach by Radius.

Radius will (i) promptly (and in any event within one (1) Business Day) notify TAI of the receipt by Radius or its representatives of any proposal, offer, inquiry or request that constitutes, or would reasonably be expected to result in or lead to, an alternative proposal, which notice shall include a copy or a summary of the material terms and conditions of (and the identity of the person making, unless prohibited by the terms of a confidentiality agreement entered into prior to March 13, 2025) such proposal, offer, inquiry or request and (ii) thereafter keep TAI reasonably informed on a reasonably prompt basis (and, in any event within twenty-four (24) hours) of any material developments with respect to, or any material change to the terms of, any such alternative proposal, including by providing copies of any additional draft agreements relating to, or written proposals containing any material term of, any such alternative proposal received by Radius or any of its representatives.

If, at any time following March 13, 2025 and prior to the receipt of the required company shareholder vote Radius receives a bona fide written alternative proposal, which alternative proposal did not result from a material breach of the restrictions described in this section of this proxy statement entitled “The Merger Agreement—Other Covenants and Agreements—Non-Solicitation of Alternative Proposals”, (i) Radius may engage in communications with any person (as well as its representatives) with respect to the alternative proposal solely for the purpose of clarifying such alternative proposal and the terms thereof and (ii) if the Radius Board determines in good faith after consultation with its financial advisors and outside legal counsel that, based on the information then available, such alternative proposal constitutes, or could reasonably be expected to result in, a superior proposal, Radius may take the following actions: (I) furnish information, including material non-public information, to any person making such alternative proposal, as well as its representatives and potential financing sources, if, and only if, prior to so furnishing such information, the third party has executed an acceptable

confidentiality agreement (provided, that Radius will, prior to or substantially concurrently with such disclosure, make available to TAI any non-public information that is made available to such person to the extent not previously provided to TAI or its representatives), and (II) engage in discussions or negotiations with any person (as well as its representatives) with respect to the alternative proposal.

Prior to obtaining the required company shareholder vote, the Radius Board may, in response to an alternative proposal received by Radius after March 13, 2025 that has not been subsequently withdrawn, which alternative proposal did not result from a material breach of the restrictions described in this section of this proxy statement entitled “The Merger Agreement—Other Covenants and Agreements—Non-Solicitation of Alternative Proposals”, and with respect to which the Radius Board determines in good faith, after consultation with Radius’ financial advisors and outside legal counsel, (1) such alternative proposal would, if consummated, constitute a superior proposal and (2) the failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable law, (x) make a change of recommendation with respect to such superior proposal and/or (y) cause Radius to terminate the merger agreement in order to enter into a definitive agreement with respect to a superior proposal prior to obtaining the required company shareholder vote; provided, that the Radius Board shall not be entitled to make such a change of recommendation or cause such termination of the merger agreement unless, in each case:

Prior to obtaining the required company shareholder vote, the Radius Board may, in response to an intervening event (as defined below) that is continuing, make a change of recommendation if the Radius Board determines in good faith, after consultation with Radius’ financial advisors and outside legal counsel, that the failure of the Radius Board to make a change of recommendation in response to such intervening event would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable law; provided, that the Radius Board shall not be entitled to make such a change of recommendation unless:

Nothing contained in the merger agreement will prohibit Radius or the Radius Board from (i) complying with its disclosure obligations under applicable law or Nasdaq rules and regulations, including taking or disclosing to its shareholders a position contemplated by Rules 14d-9, 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act (or any similar communication to shareholders in connection with the making or amendment of a tender offer or exchange offer) or from issuing a “stop, look and listen” statement pending disclosure of its position thereunder (and no communication that consists solely of a “stop, look and listen” statement, in and of itself, will be considered a change of recommendation) or (ii) making any disclosure to its shareholders if the Radius Board determines in good faith, after consultation with Radius’ outside legal counsel, that such disclosure is required by applicable law; provided that no disclosure or communication will be permitted pursuant to the foregoing sentence that constitutes a change of recommendation or will require the giving of a superior proposal notice or an intervening event notice except in accordance with the merger agreement. For purposes of the merger agreement, a public statement by Radius or the Radius Board that describes the receipt of an alternative proposal, the identity of the person making such alternative proposal, the material terms of such alternative proposal or the operation of the merger agreement with respect thereto (in each case, that does not affirmatively state that such alternative proposal constitutes a superior proposal) will not be deemed to be (A) a withholding, withdrawal, modification or proposal by the Radius Board to withhold, withdraw, or modify, its recommendation with respect to the merger proposal; (B) an adoption, approval, recommendation or declaration of advisability with respect to such alternative proposal; or (C) a change of recommendation.

For purposes of the merger agreement, “alternative proposal” means any inquiry, proposal or offer made by any person or group of persons (other than TAI, Merger Sub or any of their respective affiliates) relating to or concerning (i) the direct or indirect acquisition by any person or group (as defined under Section 13 of the Exchange Act) of (A) twenty percent (20%) or more of the consolidated assets of Radius and its subsidiaries (based on the fair market value, as determined in good faith by the Radius Board), or (B) assets of Radius and its subsidiaries to which twenty percent (20%) or more of the consolidated revenues or earnings of Radius and its subsidiaries are attributable for the most recent fiscal year for which the audited financial statements are then available (other than, in each case, sales of inventory, leases and nonexclusive licenses in the ordinary course of business) or (ii) the direct or indirect acquisition by any person (including by way of merger, reorganization, division, consolidation, share exchange, business combination, recapitalization or other similar transaction), or a tender offer or exchange offer that if consummated would result in any person or group (as defined under Section 13 of the Exchange Act) beneficially owning, twenty percent (20%) or more of the total voting power of the equity securities of Radius (or any direct or indirect parent company thereof), immediately following such transaction, in each of the foregoing clauses (i) and (ii), whether in a single or series of related transactions in each case of the foregoing clauses (i) and (ii), other than the transactions contemplated by the merger agreement; provided that any proposal or offer to the extent related to any remedial action in accordance with the merger agreement shall not be deemed an alternative proposal.

For purposes of the merger agreement, “intervening event” means any event, change, occurrence, development, condition, effect or state of facts or circumstances that (i) is material to Radius and its subsidiaries, taken as a whole, (ii) was unknown to, and not reasonably foreseeable by, the Radius Board as of March 13, 2025, or if known by, or reasonably foreseeable to, the Radius Board as of March 13, 2025, the material consequences of which were not known or reasonably foreseeable to the Radius Board as of March 13, 2025,

and (iii) does not involve or relate to (A) an alternative proposal or (B) the fact that Radius exceeds any published analyst estimates or expectations of Radius’ revenue, earnings or other financial performance or results of operations for any period, in and of itself, or exceed any internal or published projections, budgets, plans or forecasts of revenues, earnings or other financial performance or results of operations, in and of itself, or any change in the price or trading volume of the shares of Radius common stock or the credit rating of Radius, in and of itself (provided, that, for purposes of the foregoing clause (B), the matters giving rise to or contributing to such events may be deemed to constitute, or be taken into account in determining whether there has been, an intervening event).

For purposes of the merger agreement, “superior proposal” means a bona fide written alternative proposal substituting in the definition thereof “fifty percent (50%)” for “twenty percent (20%)” in each place it appears, made after March 13, 2025 that the Radius Board determines in good faith, after consultation with Radius’ outside financial and legal advisors, and considering such factors as the Radius Board considers to be relevant (including the conditionality, timing and likelihood of consummation of such proposal, legal, regulatory and shareholder approval requirements, the identity of and any prior dealings with the person or persons making the proposal, as well as, to the extent third party financing is contemplated, the nature of such financing and any commitments with respect thereto, and whether such proposal is reasonably capable of being satisfied in accordance with its terms (if accepted)) to be more favorable (including from a financial point of view) to Radius’ shareholders than the transactions contemplated by the merger agreement (including any binding commitments made by TAI to Radius in writing to amend the terms of the merger agreement during the applicable notice period).

For purposes of the merger agreement, “change of recommendation” means any of the following actions by the Radius Board or any committee thereof: (i) withdrawing or qualifying (or modifying or amending in any manner adverse to TAI or Merger Sub), or proposing publicly to withdraw or qualify (or modify or amend in any manner adverse to TAI or Merger Sub), its recommendation with respect to the merger proposal, (ii) approving, recommending, adopting, authorizing or declaring advisable, or publicly proposing to approve, recommend, adopt, authorize or declare advisable, any alternative proposal, (iii) failing to include its recommendation with respect to the merger proposal in this proxy statement, (iv) failing to publish, send or provide to the holders of shares of Radius common stock, pursuant to Rule 14e-2(a) under the Exchange Act a statement recommending against any alternative proposal that is a tender or exchange offer and publicly reaffirm its recommendation with respect to the merger proposal within ten (10) Business Days after the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of such tender offer or exchange offer, (v) if an alternative proposal (other than an alternative proposal that is a tender or exchange offer) shall have been publicly announced or disclosed, failing to recommend against such alternative proposal within ten (10) Business Days after TAI so requests in writing (it being understood that Radius will have no obligation to make such reaffirmation more than once per alternative proposal) or (vi) resolving to effect or publicly announce an intention to effect any of the foregoing.

For purposes of the merger agreement, the “required company shareholder vote” means the affirmative vote of the holders of a majority of the shares of Radius common stock (Radius Class A common stock and Radius Class B common stock voting together as a single class) outstanding on the record date for the special meeting (as it may be adjourned or postponed in accordance with the merger agreement) in favor of approving the merger agreement.

Subject to the other provisions of the merger agreement, Radius will (i) take all action required by the Nasdaq and the SEC rules and as required by the Oregon Act and its articles of incorporation and bylaws to duly call, give notice of, convene and hold a meeting of its shareholders promptly (but no later than forty-five (45) days following the commencement of the mailing of this proxy statement, unless consented by TAI in writing, which consent shall not be unreasonably withheld, conditioned or delayed) for the purpose of obtaining (A) the required company shareholder vote and (B) if required by law, its articles of incorporation or bylaws, the applicable listing and other rules and regulations of the Nasdaq or otherwise so desired and mutually agreed between Radius and TAI, a vote upon other matters of the type customarily brought before a meeting of shareholders in connection with the approval of a merger agreement or the transactions contemplated by such merger agreement. Radius will consult with TAI regarding the record date of the special meeting, prior to setting such date.

Notwithstanding anything to the contrary in the merger agreement, (x) Radius may adjourn, recess, or postpone the special meeting to the extent required by law or fiduciary duty, (y) Radius may adjourn, recess, or postpone, and at the request of TAI it shall adjourn, recess or postpone, the special meeting for a reasonable period to solicit additional proxies, if Radius or TAI, respectively, reasonably believes there will be insufficient shares of Radius common stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the special meeting or to obtain the required company shareholder vote (provided, that, unless agreed in writing by Radius and TAI, all such adjournments, recesses or postponements must be for periods of no more than ten (10) Business Days each (not to exceed twenty (20) Business Days in the aggregate)) and (z) Radius may adjourn, recess, or postpone the special meeting to the extent necessary to ensure that any required supplement or amendment to this proxy statement is provided to the shareholders of Radius within a reasonable amount of time in advance of the special meeting.

Except in the event that a change of recommendation has been effected in accordance with the terms of the restrictions described in the section of this proxy statement entitled “The Merger Agreement—Other Covenants and Agreements—Non-Solicitation of Alternative Proposals” beginning on page 80, Radius will use its reasonable best efforts to provide TAI with periodic updates (including voting reports) concerning proxy solicitation results, as reasonably requested by TAI.

For a period of twelve (12) months following the effective time (or, if shorter, the applicable employee’s period of employment following the closing date), TAI will provide, or will cause to be provided, to each employee of the surviving corporation or any of its subsidiaries who is employed immediately prior to the effective time and who remains employed as of the effective time, other than any union employee, (i) a base salary or wage rate (as applicable) that is no less favorable than that provided to the continuing employee immediately before the effective time, (ii) an annual target cash incentive opportunity (excluding any equity or equity-based incentive opportunity) that is no less favorable than the annual target cash incentive opportunity provided to the continuing employee immediately before the effective time, (iii) health, welfare, and retirement benefits (excluding any severance benefits, defined benefit retirement and retiree medical plans, change in control benefits, retention benefits and nonqualified deferred compensation plan benefits) that are substantially comparable, in the aggregate, to those provided to the continuing employee immediately before the effective time and (iv) severance benefits that are no less favorable than the severance benefits set forth on the disclosure letter.

With respect to each of Radius’ annual cash incentive plans in place for the fiscal year in which the effective time occurs, TAI will, or will cause its applicable subsidiary to, pay to each continuing employee who participates in such a plan and remains employed with TAI, the surviving corporation or their respective subsidiaries through the end of such fiscal year (or, if later, and if required by the annual cash incentive plan, through the applicable payment date), at the same time or times that TAI, the surviving corporation or their applicable subsidiary pays annual bonuses in respect of such fiscal year to other similarly situated employees thereof, but in no event later than March 15 immediately after the end of such fiscal year, a cash bonus for such fiscal year that is equal to the annual bonus that such continuing employee is entitled to receive under the applicable annual cash incentive plan based on actual level of achievement of the applicable performance criteria for such fiscal year (as determined after giving appropriate effect to the transactions contemplated by the merger agreement).

With respect to the continuing employees that are covered by a collective bargaining agreement as of immediately prior to the effective time, the surviving corporation or its subsidiaries shall abide by the terms and conditions of each of the collective bargaining agreements covering such union employees and to which the Radius or its applicable subsidiary is a party or is otherwise bound.

Each of the parties to the merger agreement will use (and will cause its subsidiaries and controlled affiliates, and use reasonable best efforts to cause its other affiliates, to use) their respective reasonable best efforts to take promptly, or cause to be taken, all actions, and to do promptly, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws or pursuant to any contract to consummate and make effective the merger and the other transactions contemplated by the merger agreement as promptly as practicable and in any event prior to the end date, including (i) the obtaining of all

necessary actions or nonactions, waivers, consents, clearances, approvals and expirations or terminations of waiting periods from governmental entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or legal proceeding by, any governmental entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties (other than governmental entities), (iii) the defending of any actions, lawsuits or other legal proceedings whether judicial or administrative, challenging the merger agreement or challenging, hindering, impeding, interfering with or delaying the consummation of the merger and the other transactions contemplated by the merger agreement, including seeking to have any stay, temporary restraining order or injunction entered by any court or other governmental entity in connection with the foregoing vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by the merger agreement; provided, that in no event shall Radius or its subsidiaries be required to pay any fee, penalty or other consideration to any third party for any consent or approval required for or triggered by the consummation of the transactions contemplated by the merger agreement under any contract or otherwise unless requested by TAI in writing, in which such case, it shall not be required to pay such fee, penalty or other consideration unless such payment is conditioned on the occurrence of the closing.

Radius and TAI will (and will cause their respective subsidiaries and controlled affiliates, and use reasonable best efforts to cause their respective other affiliates to) (x) file or cause to be filed any and all required notification and report forms under the HSR Act with respect to the merger and the transactions contemplated by the merger agreement as promptly as practicable (but in any event within the applicable timeframe set forth on the disclosure letter), and (y) file or cause to be filed any and all notifications with respect to the merger and the other transactions contemplated by the merger agreement as may be required by any governmental entity as promptly as reasonably practicable (but in any event within the applicable timeframe set forth on the disclosure letter), including the specified regulatory approvals. Subject to certain provisions of the merger agreement, Radius and TAI will (and will cause their respective subsidiaries and controlled affiliates, and use reasonable best efforts to cause their respective other affiliates to) use their respective reasonable best efforts to cause the expiration or termination of any applicable waiting periods under the HSR Act.

Subject to certain provisions of the merger agreement, Radius and TAI will (and TAI will cause its subsidiaries and controlled affiliates, and use reasonable best efforts to cause its other affiliates to) cooperate with one another to submit a CFIUS filing in connection with the transactions contemplated by the merger agreement and use their respective reasonable best efforts to obtain CFIUS approval, including: (i) as promptly as reasonably practicable after March 13, 2025, the parties to the merger agreement will prepare and file with CFIUS a CFIUS filing (including prefiling a draft voluntary notice and, as promptly as possible following the receipt of comments from CFIUS on the prefiled draft or confirmation from CFIUS that it has no such comments, filing the formal voluntary notice); and (ii) within the timeframe required by CFIUS, the parties to the merger agreement will provide CFIUS with any additional or supplemental information requested by CFIUS during its assessment, review or investigation.

TAI and Radius will (and will cause their respective subsidiaries and controlled affiliates, and use reasonable best efforts to cause their respective other affiliates to) use their respective reasonable best efforts to take any and all actions necessary, proper or advisable to avoid, eliminate, and resolve any and all impediments under any antitrust law or foreign investment law and the DPA that may be asserted by any governmental entity or any other person with respect to the transactions contemplated by the merger agreement and to obtain CFIUS approval and all consents, approvals and waivers under any antitrust law or foreign investment law that may be required by any governmental entity to enable the parties to the merger agreement to close the transactions contemplated by the merger agreement as promptly as practicable after March 13, 2025 (and in any event no later than the end date), including (i) supplying or causing to be supplied to any governmental entity as promptly as practicable any and all additional information or documentary material that may be requested, and certifying compliance with such request (as applicable), under any law or by such governmental entity, (ii) proposing, negotiating, committing to, effecting, agreeing to and executing, by consent decree, settlement, undertaking, stipulations, hold separate order, binding agreement with any third party or otherwise, the sale, divestiture, transfer, license, hold separate or disposition of any and all of the share capital or other equity voting interests, assets (whether tangible or intangible), businesses, divisions, operations, products or product lines of TAI (or its affiliates) and of Radius (or its subsidiaries), (iii) terminating, transferring or creating relationships, contractual rights or other obligations of TAI (or its affiliates) and Radius (or its subsidiaries), and (iv) otherwise taking or committing to take any actions or agree to any undertakings that would limit TAI’s (or its affiliates’, and the

surviving corporation’s) freedom of action with respect to, or their ability to retain, or impose obligations on TAI’s (or its affiliates’) and the surviving corporation’s (and its subsidiaries’) future operations with respect to, assets (whether tangible or intangible), businesses, divisions, personnel, operations, products or product lines or contractual or supply relationships of TAI (or its affiliates, including the surviving corporation) or Radius (or its subsidiaries), in each case so as to satisfy the conditions to the closing or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any legal proceeding that would otherwise have the effect of preventing the closing or delaying the closing beyond the end date. Notwithstanding anything in the merger agreement to the contrary, (A) Radius will not be permitted to offer or agree to or effectuate any remedial action without the prior written consent of TAI; (B) TAI (or any of its affiliates) will not be required to accept or agree to any remedial action that would have (x) an adverse impact on TTC, its subsidiaries (excluding the surviving corporation after the effective time) or TAI’s joint ventures that is material to TTC, its subsidiaries and TAI’s joint ventures, taken as a whole (excluding the surviving corporation after the effective time) or (y) a material adverse effect on Radius and its subsidiaries, taken as a whole (each such impact, a “burdensome condition”); and (C) if requested by TAI in writing, Radius will agree to any remedial action so long as such action is conditioned on the occurrence of the closing (and, for the avoidance of doubt, Radius will not be required to effectuate or agree to any remedial action unless such action is conditioned on the occurrence of the closing). Any remedial action with respect to TTC, its subsidiaries or TAI’s joint ventures (excluding the surviving corporation after the effective time) that would result in an adverse impact on the relationship of TAI, TTC or their respective joint ventures or subsidiaries, on the one hand, with Toyota Motor Corporation and its subsidiaries, on the other hand, that is material to TTC, its subsidiaries and TAI’s joint ventures, taken as a whole (excluding the surviving corporation after the effective time), such a material impact being deemed to include a remedial action with respect to TTC, its subsidiaries or TAI’s joint ventures (excluding the surviving corporation after the effective time) that interferes in any material respect with or prohibits such an entity from continuing to operate or own a business or material portion of a business for which Toyota Motor Corporation or any of its subsidiaries is the direct or indirect customer, arranger or beneficiary as of March 13, 2025, shall be deemed to have a material impact on TTC, its subsidiaries and TAI’s joint ventures, taken as a whole.

Radius, TAI and Merger Sub will cooperate and consult with each other in connection with the making of all registrations, filings, notifications, substantive communications, submissions and any other actions pursuant to this paragraph, and, subject to applicable legal limitations and the instructions of any governmental entity, Radius, on the one hand, and TAI and Merger Sub, on the other hand, will keep each other apprised of the status of matters relating to the completion of the transactions contemplated by the merger agreement, including promptly furnishing the other with copies of notices or other substantive communications provided to or received by or on behalf of Radius or TAI, as the case may be, or any of TAI’s subsidiaries, from any third party or any governmental entity with respect to the transactions contemplated by the merger agreement. Subject to applicable law relating to the exchange of information, Radius, on the one hand, and TAI and Merger Sub, on the other hand, will permit counsel for the other party to the merger agreement a reasonable opportunity to review in advance, and consider in good faith the views of the other party to the merger agreement in connection with, any proposed notifications or filings and any written substantive communications or submissions, and with respect to any such notification, filing, written substantive communication or submission, any documents submitted therewith to any governmental entity; provided, that materials may be redacted (i) to remove references concerning the valuation of the businesses of Radius, or proposals from third parties with respect thereto, (ii) as necessary to comply with contractual agreements and (iii) as necessary to address reasonable privilege or confidentiality concerns. Each of Radius, TAI and Merger Sub agrees not to participate in any meeting or discussion, either in person, by videoconference, or by telephone, with any governmental entity in connection with the transactions contemplated by the merger agreement unless it consults with the other party in advance and, to the extent not prohibited by such governmental entity, gives the other party the opportunity to attend and participate.

Subject to the above paragraph, Radius, TAI and Merger Sub will cooperate and consult with each other to direct the defense of the merger agreement and the transactions contemplated by the merger agreement before any governmental entity and to handle the scheduling of, and strategic planning for, any meetings with, and the conducting of discussions and negotiations with, governmental entities regarding any consent, approval, waiver, clearance, authorization or permission from a governmental entity.

Without limiting any other obligation under the merger agreement, during the period from March 13, 2025 until the closing date or earlier termination of the merger agreement in accordance with the terms of the merger agreement, each of TAI (and its affiliates) and Radius (and its subsidiaries) shall not, and shall cause its subsidiaries and controlled affiliates, and use reasonable best efforts to cause its other affiliates to not, acquire or agree to acquire any other person or business or any material assets or properties of any other person, or take any other action, if such acquisition or action would reasonably be expected to materially impede, prevent or materially delay the parties to the merger agreement from obtaining, or materially increase the risk of not obtaining, the expiration or termination of the waiting period under the HSR Act or CFIUS approval and the specified regulatory approvals, or to prevent or materially delay or materially impede the consummation of the transactions contemplated by the merger agreement.

TAI and Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors, officers or employees, as the case may be, of Radius or any of its subsidiaries (or employees of Radius or any of its subsidiaries to the extent serving as fiduciaries with respect to any Radius benefit plan) as provided in its articles of incorporation or bylaws or in any indemnification agreements with any of Radius’ or its subsidiaries’ directors, officers or employees as in effect as of March 13, 2025 shall survive the merger and shall continue at and after the effective time in full force and effect for a period of at least six years after the effective time. For a period of six years after the effective time, the surviving corporation will, and TAI will cause the surviving corporation to, maintain in effect the exculpation, indemnification and advancement of expenses provisions of the articles of incorporation and bylaws (or equivalent organizational documents) of Radius or any of its subsidiaries as in effect as of March 13, 2025 or in any indemnification agreements of Radius or any of its subsidiaries with any of their respective current or former directors, officers or employees as in effect on March 13, 2025, and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who at the effective time were current or former directors, officers or employees of Radius or any of its subsidiaries; provided, that all rights to indemnification in respect of any action pending or asserted or any claim made within such period shall continue until the final disposition of such action or resolution of such claim, even if beyond such six-year period. From and after the effective time, TAI will cause the surviving corporation and its subsidiaries to honor in accordance with their respective terms, each of the covenants described in this section of this proxy statement entitled “The Merger Agreement—Indemnification of Directors and Officers; Insurance”.

For a period of six years after the effective time, the surviving corporation will, and TAI will cause the surviving corporation to, to the fullest extent permitted under applicable law, indemnify and hold harmless (and advance funds in respect of each of the foregoing or any related expenses) each current and former director, officer or employee of Radius or any of its subsidiaries and each person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of or for the benefit of Radius or any of its subsidiaries (or employees of Radius to the extent serving as fiduciaries with respect to any Radius employee plan), in each case, at or prior to the effective time (each, together with such Person’s heirs, executors or administrators, and successors and assigns, an “indemnified party”) against any costs or expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any action to each indemnified party to the fullest extent permitted by law following receipt of a written undertaking by or on behalf of such indemnified party to repay such advanced amounts if it is ultimately determined by final and non-appealable adjudication that such indemnified party was not entitled to indemnification under this paragraph), liabilities and losses, reasonably incurred in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with any action or omission occurring or alleged to have occurred at or prior to the effective time in connection with the fact that such person is or was a director, officer or employee of Radius or was serving as an officer, director, employee, member, trustee or other fiduciary in any corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of Radius or any of its subsidiaries. In the event of any such action, TAI and the surviving corporation will cooperate with the indemnified party in the defense of any such action.

For a period of six years from and after the effective time, the surviving corporation will, and TAI will cause the surviving corporation to, either cause to be maintained in effect all current policies of directors’ and

officers’ and fiduciary liability insurance maintained by or for the benefit of Radius or its subsidiaries and their respective current and former directors and officers or provide substitute policies for Radius or its subsidiaries and their respective current and former directors and officers who are currently covered by the directors’ and officers’ and fiduciary liability insurance coverage currently maintained by or for the benefit of Radius or its subsidiaries, in either case, of not less than the existing coverage and having other terms not less favorable to the insured persons in the aggregate than the directors’ and officers’ and fiduciary liability insurance coverage currently maintained by or for the benefit of Radius or its subsidiaries and their respective current and former directors and officers with respect to claims arising from facts or events that occurred at or before the effective time (regardless of when such claims are brought) with insurance carriers having the same or better A.M. Best financial rating as the current directors’ and officers’ and fiduciary liability insurance carriers of Radius or its subsidiaries, except that in no event shall TAI or the surviving corporation be required to pay with respect to such insurance policies more than 300% of the aggregate annual premium most recently paid by Radius or its subsidiaries (the “maximum amount”). If the surviving corporation is unable to obtain the insurance required by this paragraph because its cost exceeds the maximum amount, it shall obtain as much comparable insurance as possible for the years within such six-year period for a premium equal to the maximum amount. In lieu of such insurance, prior to the closing date Radius may, at its option, purchase, or TAI may, at its option request that Radius purchase, a six-year prepaid “tail” directors’ and officers’ and fiduciary liability insurance policy for Radius or its subsidiaries and their respective current and former directors and officers who are currently covered by the directors’ and officers’ and fiduciary liability insurance coverage currently maintained by or for the benefit of Radius or its subsidiaries, such tail policy to provide coverage in an amount not less than the existing coverage and to have other terms not less favorable in the aggregate to the insured persons than the directors’ and officers’ and fiduciary liability insurance coverage currently maintained by or for the benefit of Radius or its subsidiaries with respect to claims arising from facts or events that occurred at or before the effective time; provided, however, that Radius will not pay an aggregate amount for such policy in excess of the maximum amount. If Radius is unable to obtain such tail policy because its cost exceeds the maximum amount, it may obtain as much comparable insurance as possible for the years within such six-year period for a premium equal to the maximum amount. Subject to the immediately preceding sentence, the surviving corporation will, and TAI will cause the surviving corporation to, maintain such policies in full force and effect and to continue to honor the obligations thereunder for a period of at least six years following the closing.

TAI and the surviving corporation will pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any indemnified party in enforcing the indemnity and other obligations described in this section of this proxy statement entitled “The Merger Agreement—Indemnification of Directors and Officers; Insurance”.

The merger agreement contains additional agreements among Radius, TAI and Merger Sub relating to, among other matters:

The respective obligations of each of Radius, TAI and Merger Sub to effect the merger and the other transactions contemplated by the merger agreement are subject to the satisfaction (or waiver by each of TAI and Radius to the extent permitted by applicable law) at or prior to the effective time of the following conditions:

The obligation of Radius to effect the merger and the other transactions contemplated by the merger agreement is also subject to the satisfaction (or waiver by Radius to the extent permitted by applicable law) of the following conditions:

The obligations of TAI and Merger Sub to effect the merger and the other transactions contemplated by the merger agreement are also subject to the satisfaction (or waiver by TAI to the extent permitted by applicable law) of the following conditions:

The merger agreement may be terminated and abandoned at any time prior to the effective time, whether before or after any approval by the shareholders of Radius of the matters presented in connection with the merger, as follows:

by written notice from Radius:

by written notice from TAI:

Radius will pay to TAI a termination fee of $27,200,000.00 in the event that:

If Radius fails to promptly pay any termination fee within the specified time period, Radius will pay to TAI (or its designee(s)) all fees, costs and expenses of enforcement (including attorneys’ fees as well as expenses incurred), together with interest at the prime lending rate as published in The Wall Street Journal, in effect on the date such payment is required to be made plus two percent (2%) per annum. Radius is not required to pay the termination fee on more than one occasion.

In the event of a valid termination of the merger agreement, the terminating party must give written notice thereof to the other party or parties and the merger agreement shall terminate, and the transactions contemplated by the merger agreement shall be abandoned, without further action by any of the parties to the merger agreement. In the event of a valid termination of the merger agreement, the merger agreement shall immediately become null and void and there shall be no liability or obligation on the part of Radius, TAI, Merger Sub or their respective affiliates, or their respective former, current or future directors, partners, stockholders, shareholders, managers or members, except that (a) no such termination shall relieve Radius of its obligation to pay the termination fee, if, as and when required pursuant to the terms of the merger agreement; (b) subject to certain provisions of the merger agreement, no such termination shall relieve any party to the merger agreement for liability or damages (which the parties to the merger agreement acknowledge and agree, subject to certain provisions of the merger agreement, shall not be limited to reimbursement of expenses or out-of-pocket costs, and, in the case of liabilities or damages payable by TAI and Merger Sub, shall be based upon the loss of the benefit of the bargain by Radius and its shareholders (including any lost premium) arising from such party’s willful breach of any covenant or agreement of the merger agreement or for fraud by such party prior to its termination; and the confidentiality agreement, dated January 30, 2025, by and between Radius and TTC, the defined terms in the merger agreement, this paragraph and certain other provisions in the merger agreement, including those related to confidentiality, public announcements and the termination fee, shall survive the termination of the merger agreement.

Except as provided in the merger agreement or the parent guaranty and subject to the following sentence, whether or not the merger is consummated, all costs and expenses incurred in connection with the merger, the merger agreement and the other transactions contemplated by the merger agreement will be paid by the party to the merger agreement incurring or required to incur such expenses, except that expenses incurred by any party to the merger agreement in connection with the printing, filing and mailing of this proxy statement (including applicable SEC filing fees) will be borne equally by Radius and TAI, and all filing fees paid by any party to the merger agreement in respect of any HSR Act, certain specified regulatory approvals, the CFIUS filing, or other regulatory filing will be borne by TAI. Except as provided in the merger agreement, all transfer, documentary, sales, use, real property transfer, stamp, registration and other similar taxes (for the avoidance of doubt, not including income, capital gain, gross receipt and other similar taxes) imposed on Radius or any of its subsidiaries pursuant to the merger will be borne by the surviving corporation.

At any time prior to the effective time, whether before or after receipt of the required company shareholder vote, any provision of the merger agreement may be amended if, and only if, such amendment is in writing and signed by Radius, TAI and Merger Sub; provided, that after receipt of the required company shareholder vote, if any such amendment or waiver shall by applicable law or in accordance with the rules and regulations of the Nasdaq require further approval of the shareholders of Radius or the sole stockholder of Merger Sub, as applicable, the effectiveness of such amendment shall be subject to the approval of the shareholders of Radius or the sole stockholder of Merger Sub, as applicable.

At any time prior to the effective time, whether before or after receipt of the required company shareholder vote, TAI and Merger Sub, on the one hand, and Radius, on the other hand, may (a) extend the time for the performance of any of the obligations or other acts of the other party or parties to the merger agreement, respectively (b) waive any breaches in the representations and warranties of the other party or parties to the merger agreement, respectively, contained in the merger agreement or in any document delivered pursuant thereto and (c) waive compliance by the other party or parties to the merger agreement, respectively, with any of the agreements or conditions contained in the merger agreement. Any such extension or waiver will be valid only if set forth in an instrument in writing signed by the party or parties to the merger agreement to be bound thereby. For purposes of this paragraph, TAI and Merger Sub will be treated collectively as a single party. The foregoing notwithstanding, no failure or delay by any party to the merger agreement in exercising any right as described in this paragraph will operate as a waiver thereof nor will any single or partial exercise thereof preclude any other or further exercise of any other right described in this paragraph.

In the event of any breach or threatened breach by any party to the merger agreement of any covenant or obligation contained in the merger agreement or the parent guaranty, the non-breaching party will be entitled (in addition to any other remedy that may be available to it whether in law or equity, including monetary damages) to (a) a decree or order of specific performance to enforce the observance and performance of such covenant or obligation and (b) an injunction restraining such breach or threatened breach.

The merger agreement and all disputes or controversies arising out of or relating thereto or to the transactions contemplated thereby will be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Delaware (except that the matters contained in Article II and Article III of the merger agreement will be governed by the Oregon Act, including matters relating to the filing of the articles of merger and the effects of the merger, including any dissenters’ rights, and all matters relating to the fiduciary duties of the Radius Board will be governed and construed in accordance with the applicable laws of the State of Oregon without regard to any choice or conflict of law provision or rule (whether of the State of Oregon or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Oregon to such matters).

Each party to the merger agreement irrevocably agrees that any legal action or proceeding arising out of or relating to the merger agreement brought by any party or its affiliates against any other party or its affiliates will be brought and determined in the Court of Chancery of the State of Delaware; provided, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware. Each party to the merger agreement irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to the merger agreement and the transactions contemplated thereby. Each party to the merger agreement agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described in this section of this proxy statement entitled “The Merger Agreement—Governing Law and Jurisdiction”. Each party to the merger agreement further agrees that notice as provided in the merger agreement shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient.

In accordance with Section 14A of the Exchange Act, Radius is providing its shareholders with the opportunity to cast a non-binding, advisory vote on the compensation that will be paid or may become payable to the named executive officers of Radius in connection with the merger, the value of which is set forth in the table entitled “Golden Parachute Compensation” in the section of this proxy statement entitled “The Merger Proposal (Proposal 1)—Interests of Radius’ Executive Officers and Directors in the Merger” beginning on page 58. This proposal, commonly known as “say-on-golden parachutes” is referred to in this proxy statement as the named executive officer merger-related compensation proposal. As required by Section 14A of the Exchange Act, Radius is asking its shareholders to vote on the adoption of the following resolution:

“RESOLVED, that the compensation that may be paid or become payable to Radius’ named executive officers in connection with the merger, as disclosed under “The Merger Proposal (Proposal 1)—Interests of Radius’ Executive Officers and Directors in the Merger—Potential Merger-Related Payments to Named Executive Officers,” including the table, associated footnotes and narrative discussion, is hereby APPROVED.”

The vote on the named executive officer merger-related compensation proposal is a vote separate and apart from the vote on the merger proposal. Accordingly, you may vote to approve the merger proposal and vote not to approve the named executive officer merger-related compensation proposal, and vice versa. Because the vote on the named executive officer merger-related compensation proposal is only advisory in nature, it will not be binding on Radius, TAI or the surviving corporation. Accordingly, because Radius is contractually obligated to pay such merger-related compensation, the compensation will be paid or payable, subject only to the conditions applicable thereto, if the merger proposal is approved, regardless of the outcome of the advisory vote.

Assuming a quorum is present, approval of the named executive officer merger-related compensation proposal (on a non-binding basis) requires that the votes cast within the voting group favoring the named executive officer merger-related compensation proposal exceed the votes cast opposing the named executive officer merger-related compensation proposal (with the holders of shares of Radius Class A common stock and shares of Radius Class B common stock voting together as a single class) present or represented by proxy at the online special meeting and entitled to vote thereon. Abstentions and broker non-votes, if any, will have no effect on the outcome of the named executive officer merger-related compensation proposal. If you sign and return a proxy and do not indicate how you wish to vote on the executive officer merger-related named executive officer merger-related compensation proposal, your shares will be voted in favor of the proposal.

The Radius Board unanimously recommends that Radius shareholders vote “FOR” the named executive officer merger-related compensation proposal.

Radius shareholders are being asked to approve a proposal that will give Radius the authority to adjourn the special meeting from time to time, as determined in accordance with the merger agreement by the Radius Board, including for the purpose of soliciting additional votes for the approval of the merger proposal if there are insufficient votes at the time of the special meeting to approve the merger proposal. Whether or not a quorum is present or represented, the chairperson of the special meeting may adjourn the special meeting from time to time to a different time and place without further notice to any shareholder of any adjournment. The Radius Board must set a new record date if the special meeting is adjourned to a date more than 120 days after the date fixed for the original special meeting. In addition, the special meeting could be postponed before it commences, subject to the terms of the merger agreement. If the special meeting is adjourned or postponed, shareholders who have already submitted their proxies will be able to revoke them at any time prior to the final vote on the proposals.

Approval of the adjournment proposal requires that the votes cast within the voting group favoring the adjournment proposal exceed the votes cast opposing the adjournment proposal (with the holders of shares of Radius Class A common stock and shares of Radius Class B common stock voting together as a single class) present or represented by proxy at the online special meeting and entitled to vote thereon. Abstentions and broker non-votes, if any, will have no effect on the outcome of the adjournment proposal. If you sign and return a proxy and do not indicate how you wish to vote on the adjournment proposal, your shares will be voted in favor of the adjournment proposal. Radius does not intend to call a vote on this proposal if the merger proposal has been approved at the special meeting.

The Radius Board unanimously recommends that Radius shareholders vote “FOR” the adjournment proposal.

Radius Class A common stock trades on Nasdaq under the symbol “RDUS”. The following table shows the high and low closing sales price of Radius Class A common stock for Radius’ third fiscal quarter of 2025 (through [•], 2025, the latest practicable date before the printing of this proxy statement) and each of Radius’ preceding fiscal quarters in 2025, 2024, 2023 and 2022.