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Impairment pushes Koppers Holdings (NYSE: KOP) to Q2 2026 loss

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Koppers Holdings reported second-quarter 2026 net sales of $520.1 million, up 3.0% from $504.8 million a year earlier. A non-cash charge for $215.8 million of impairment, restructuring and plant closure costs drove a GAAP net loss of $(147.5) million, or $(7.71) per diluted share, versus $0.81. Adjusted net income was $27.1 million, adjusted EPS $1.37 and adjusted EBITDA $71.0 million, down from $77.1 million.

Year-to-date operating cash flow reached a record $96.3 million and free cash flow $72.6 million versus $1.4 million, enabling debt reduction and $47.4 million returned to shareholders. For 2026, Koppers maintains net sales guidance of $1.9–$2.0 billion, but narrows adjusted EBITDA to $240–$250 million and adjusted EPS to $3.80–$4.20, indicating profitability toward the lower end of prior expectations amid continued margin pressures.

Positive

  • Record cash generation: Year-to-date operating cash flow of $96.3 million and free cash flow of $72.6 million vs. $1.4 million a year earlier, enabling debt reduction and $47.4 million of capital returned to shareholders.
  • Resilient core revenue: Second-quarter net sales grew 3.0% to $520.1 million, with Performance Chemicals segment sales up 11.5% and adjusted EBITDA margin rising to 22.4%.

Negative

  • Large GAAP loss from impairment: Q2 2026 net loss of $(147.5) million versus $16.4 million profit a year earlier, driven by $215.8 million of impairment, restructuring and plant closure costs.
  • Lower profitability outlook: 2026 adjusted EBITDA guidance narrowed to $240–$250 million from $240–$260 million and adjusted EPS to $3.80–$4.20 from $3.80–$4.60, with management expecting results toward the lower end.

Filing Explained

At June 30, Koppers reported its cash, debt, maturities, and equity balances.

This Form 8-K, dated August 6, 2026, furnishes the company’s second-quarter results release, so the reported results are a completed quarterly disclosure.

The material structural consequence is an operating footprint and cost-structure change: Koppers says it is accelerating the previously announced closure of its Carbon Materials and Chemicals plant in Stickney, Illinois, and advancing Railroad and Utility Products and Services network optimization.

At June 30, 2026, the balance sheet reported cash, long-term debt, current debt maturities, and total equity.

The equity table also reported 26,824,475 common shares issued, 7,920,741 shares held in treasury, and no senior convertible preferred shares issued.

A subsequent quarterly filing is the relevant place to track execution of the Stickney closure and the RUPS network-optimization actions identified in this release.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Net sales Q2 2026 $520.1 million Three months ended June 30, 2026; up from $504.8 million in Q2 2025
Net (loss) income Q2 2026 $(147.5) million Includes $215.8 million of impairment, restructuring and plant closure costs
Impairment, restructuring and plant closure costs $215.8 million Recorded in Q2 2026, versus $17.6 million in Q2 2025
Adjusted EBITDA Q2 2026 $71.0 million Down from $77.1 million in the prior-year quarter, a 7.9% decrease
Operating cash flow YTD 2026 $96.3 million Record for six months ended June 30, 2026, vs. $27.8 million in prior year period
Free cash flow YTD 2026 $72.6 million Record six-month free cash flow vs. $1.4 million a year earlier
2026 adjusted EBITDA guidance $240 - $250 million Current forecast vs. prior $240 - $260 million and $257 million in 2025
Adjusted EBITDA financial
"Adjusted EBITDA of $71.0 million vs. $77.1 million in Prior Year Quarter"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
free cash flow financial
"Record year-to-date free cash flow of $72.6 million vs. $1.4 million"
Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.
impairment, restructuring and plant closure costs financial
"which included $215.8 million of impairment, restructuring and plant closure costs"
LIFO financial
"The LIFO expense adjustment removes the entire impact of LIFO"
An accounting method that assumes the most recently acquired inventory items are sold first, so the newest costs flow into cost of goods sold while older costs stay on the balance sheet. Imagine a stack of boxes where you take from the top; when prices are rising, that top-first approach produces higher reported costs and lower reported profits, which can reduce taxes and change profit margins. Investors watch LIFO because it affects reported earnings, tax liabilities, and how comparable a company’s performance is to peers.
mark-to-market commodity hedging financial
"Mark-to-market commodity hedging losses (gains)"
A risk-management practice where a company uses futures, options or swaps to lock in prices for physical commodities and then revalues those hedge contracts daily at current market prices. Like checking the value of a locked-in coupon every day, mark-to-market shows unrealized gains or losses on hedges on the balance sheet and income statement, and can affect reported earnings, cash-flow timing and collateral needs even though the underlying physical commodity exposure remains the same.
free cash flow guidance financial
"Free cash flow $110 - $130 million"
A company’s forecast of how much cash it expects to have left after running the business and paying for necessary long‑term investments like equipment or buildings. Investors use this projection to judge whether the company can fund dividends, buybacks, debt repayment or growth without raising outside money — think of it as the expected leftover from a paycheck after bills and planned savings, which signals financial flexibility.
Net sales Q2 2026 $520.1 million up from $504.8 million in Q2 2025
Net (loss) income Q2 2026 $(147.5) million from $16.4 million profit in Q2 2025
Adjusted EBITDA Q2 2026 $71.0 million down from $77.1 million in Q2 2025
Adjusted EPS Q2 2026 $1.37 down from $1.48 in Q2 2025
Operating cash flow YTD 2026 $96.3 million up from $27.8 million in the prior year period
Free cash flow YTD 2026 $72.6 million up from $1.4 million in the prior year period
Guidance

For 2026, Koppers forecasts net sales of $1.9–$2.0 billion, adjusted EBITDA of $240–$250 million, adjusted EPS of $3.80–$4.20, operating cash flow of $165–$185 million, capital expenditures of $55 million and free cash flow of $110–$130 million.

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FAQ

How did Koppers (KOP) perform financially in Q2 2026?
Koppers reported Q2 2026 net sales of $520.1 million, up from $504.8 million a year earlier. A non-cash $215.8 million impairment and restructuring charge led to a net loss of $(147.5) million, while adjusted EBITDA was $71.0 million and adjusted EPS $1.37.

Why did Koppers (KOP) post a net loss in Q2 2026 despite higher sales?
The Q2 2026 net loss of $(147.5) million primarily reflected $215.8 million of impairment, restructuring and plant closure costs. Excluding these and other adjusting items, adjusted net income was $27.1 million, down modestly from $29.9 million in the prior-year quarter.

What record cash flow did Koppers (KOP) generate in 2026 year-to-date?
For the six months ended June 30, 2026, Koppers generated record operating cash flow of $96.3 million versus $27.8 million a year earlier. Free cash flow reached a record $72.6 million compared with $1.4 million, after capital expenditures of $23.7 million and $26.4 million, respectively.

How has Koppers (KOP) updated its 2026 financial guidance?
Koppers maintains 2026 net sales guidance of $1.9–$2.0 billion. It now forecasts adjusted EBITDA of $240–$250 million (prior $240–$260 million) and adjusted EPS of $3.80–$4.20 (prior $3.80–$4.60), with operating cash flow of $165–$185 million and free cash flow of $110–$130 million.

How did Koppers (KOP) business segments perform in Q2 2026?
In Q2 2026, Railroad and Utility Products and Services net sales were $245.9 million with adjusted EBITDA of $25.7 million. Performance Chemicals sales rose to $168.2 million and adjusted EBITDA to $37.7 million. Carbon Materials and Chemicals sales were $106.0 million with adjusted EBITDA of $7.6 million.

What is Koppers (KOP) doing with its Carbon Materials and Chemicals (CMC) operations?
Koppers is accelerating closure of its Carbon Materials and Chemicals plant in Stickney, Illinois, and has discontinued phthalic anhydride production there. In Q2 2026, CMC adjusted EBITDA fell to $7.6 million from $16.8 million, reflecting higher raw material and operating costs.
0001315257False00013152572026-08-062026-08-06

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________________________
FORM 8-K
_________________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 6, 2026
_________________________________________________________
KOPPERS HOLDINGS INC.
(Exact name of registrant as specified in its charter)
_________________________________________________________
Pennsylvania1-3273720-1878963
(State or other jurisdiction
of incorporation)		(Commission File Number)(IRS Employer
Identification No.)
436 Seventh Avenue
Pittsburgh, Pennsylvania
15219
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (412) 227-2001
Not Applicable
(Former name or former address, if changed since last report)
_________________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: (see General Instruction A.2. below)
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockKOPThe New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o


Item 2.02 Results of Operations and Financial Condition.
On August 6, 2026, Koppers Holdings Inc. (the “Company” or “we”) issued a press release announcing second quarter of 2026 results. A copy of the press release is included in this Current Report on Form 8-K as Exhibit 99.1 and is furnished herewith.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
99.1
Press Release announcing second quarter earnings, dated August 6, 2026
104Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 6, 2026
KOPPERS HOLDINGS INC.
By:
/s/ ERIC D. BRENNER
Eric D. Brenner
Chief Financial Officer and Treasurer

Exhibit 99.1
News Release
FOR IMMEDIATE RELEASE
For Information:
Quynh McGuire
Vice President, Investor Relations
412 227 2049
McGuireQT@koppers.com
a1a.jpg
Koppers Holdings Inc.
436 Seventh Avenue
Pittsburgh, PA 15219-1800
Tel 412 227 2001
www.koppers.com

KOPPERS REPORTS SECOND QUARTER 2026 RESULTS

•Sales of $520.1 million vs. $504.8 million in Prior Year Quarter
•Net (loss) income of $(147.5) million, which included $215.8 million of impairment, restructuring and plant closure costs, vs. $16.4 million in Prior Year Quarter
•Diluted EPS of $(7.71) vs. $0.81 in Prior Year Quarter
•Adjusted EPS of $1.37 vs. $1.48 in Prior Year Quarter
•Adjusted EBITDA of $71.0 million vs. $77.1 million in Prior Year Quarter
•Record year-to-date operating cash flow of $96.3 million vs. $27.8 million in Prior Year Period
•Record year-to-date free cash flow of $72.6 million vs. $1.4 million in Prior Year Period and returned $47.4 million to shareholders vs. $32.4 million in Prior Year Period

PITTSBURGH, August 6, 2026 – Koppers Holdings Inc. (NYSE: KOP), an integrated global provider of treated wood products, wood treatment chemicals, and carbon compounds, today reported its second quarter of 2026 results.
Three Months Ended June 30,
(Dollars in millions, except per share amounts)20262025Change% Change
Net sales$520.1 $504.8 $15.3 3.0 %
Net (loss) income$(147.5)$16.4 $(163.9)(999.4)%
Adjusted net income(1)
$27.1 $29.9 $(2.8)(9.4)%
Diluted (loss) earnings per share (EPS)$(7.71)$0.81 $(8.52)(1,051.9)%
Adjusted EPS(1)
$1.37 $1.48 $(0.11)(7.4)%
Adjusted EBITDA(1)
$71.0 $77.1 $(6.1)(7.9)%
(1)Non-GAAP financial measure. See Non-GAAP Financial Measures for additional information and reconciliations to the most directly comparable financial measure determined and reported in accordance with U.S. GAAP.
Chief Executive Officer and Chair Leroy Ball said, "We have made meaningful progress on the actions within our control while navigating continued pressure in certain markets during the second quarter. The benefits from our Catalyst transformation initiative have partly offset the impact of weaker market conditions and our teams delivered volume gains in the competitive markets we serve. On the cost side, we are accelerating the previously announced closure of our Carbon Materials and Chemicals (CMC) plant located at Stickney, Illinois, and advancing the Railroad and Utility Products and Services (RUPS) network optimization efforts to improve utilization and reduce operating costs. At the same time, record year-to-date operating and free cash flow performance enabled us to reduce debt and return capital to shareholders through share repurchases and quarterly dividends."


Second Quarter Financial Performance

Three Months Ended June 30,
20262025Change% Change
(Dollars in millions)
Net sales:
Railroad and Utility Products and Services$245.9$250.4$(4.5)(1.8)%
Performance Chemicals168.2150.817.4 11.5 %
Carbon Materials and Chemicals106.0103.62.4 2.3 %
Total$520.1$504.8$15.3 3.0 %
Adjusted EBITDA:
Railroad and Utility Products and Services$25.7$31.6$(5.9)(18.7)%
Performance Chemicals37.728.79.0 31.4 %
Carbon Materials and Chemicals7.616.8(9.2)(54.8)%
Total(1)
$71.0$77.1$(6.1)(7.9)%
Adjusted EBITDA margin as a percentage of GAAP sales:
Railroad and Utility Products and Services10.5%12.6%(2.1)%(16.7)%
Performance Chemicals22.4%19.0%3.4 %17.9 %
Carbon Materials and Chemicals7.2%16.2%(9.0)%(55.6)%
(1)Non-GAAP financial measure. See Non-GAAP Financial Measures for additional information and reconciliations to the most directly comparable financial measure determined and reported in accordance with U.S. GAAP.
•Net sales increased $15.3 million, or 3.0 percent, in the second quarter of 2026 as compared to the prior year quarter. Excluding the net unfavorable impact of 2025 acquisitions, divestitures, and product line rationalizations of $16.3 million and the favorable currency conversion effect of $6.7 million, net sales increased $24.9 million, or 5.1 percent, primarily driven by an increase in Performance Chemicals (PC) and utility pole volumes. The volume-driven increase was offset in part by unfavorable pricing and sales mix in the RUPS segment, when compared to the same period last year.
•Adjusted EBITDA of $71.0 million decreased $6.1 million, or 7.9 percent, as compared to $77.1 million in the prior year quarter. This decrease was driven by higher raw material costs, unfavorable pricing in RUPS, higher freight and legal costs, and the impact of 2025 divestitures. These unfavorable changes were partly offset by lower operating costs and improved throughput from network optimization efforts.
•Operating cash flow for the six months ended June 30, 2026, was a record $96.3 million compared to $27.8 million in the prior year period. The primary source of cash was net income excluding non-cash items, principally impairment, depreciation and in 2025, the pension settlement loss. Working capital usage improved in the current year primarily as a result of the timing of receipts and payments as well as a reduction in inventory. Additionally, in 2025, working capital was negatively impacted by pension funding of approximately $14 million in connection with the settlement. Free cash flow for the six months ended June 30, 2026, was $72.6 million, also a record, compared to $1.4 million in the prior year period, net of capital expenditures of $23.7 million and $26.4 million, respectively.
•RUPS net sales decreased due to lower activity in maintenance-of-way businesses, including approximately $11.9 million related to the sale of its railroad services business during the third quarter of 2025, and price decreases across multiple markets, particularly for crossties, and unfavorable sales mix. These decreases were partly offset by a 16 percent volume increase in domestic utility poles, including an acquisition of a western U.S. pole procurement business, and increased volumes for crossties. Foreign currency changes had a favorable impact on sales in the quarter of $1.0 million compared to the prior year quarter, primarily from the Australian utility pole business. Adjusted EBITDA decreased due to net sales price decreases and unfavorable sales mix, higher raw material costs and lower activity in the maintenance-of-way businesses, including approximately $1.7 million related to the sale of the railroad services business. These decreases were partly offset by an increase in sales volume in the North American utility pole business.
2

•PC net sales increased due to an 11 percent volume increase, primarily in the Americas, partly offset by lower prices, primarily in Europe. Foreign currency changes from international markets had a favorable impact on sales in the quarter of $2.2 million compared to the prior year quarter. Adjusted EBITDA increased due primarily to higher sales volumes and lower raw material costs of $1.3 million, partly offset by increased logistics expenses. Lower raw material costs were favorably impacted by the benefit realized from the company's copper-hedging program, net of increased scrap copper costs.
•CMC net sales increased due mainly to volume and price increases for carbon black feedstock and volume increases for carbon pitch. These increases were partly offset by lower volumes of phthalic anhydride and refined tar as well as lower sales prices for carbon pitch, where prices were down approximately two percent globally. The decreases in carbon pitch prices were driven by market dynamics, particularly in Australasia. Foreign currency changes from international markets had a favorable impact on sales in the quarter of $3.5 million compared to the prior year quarter. Adjusted EBITDA decreased due to higher raw material, operating and selling, general and administrative expenses of $9.2 million, partly offset by the operating cost savings from discontinuing phthalic anhydride production at its facility in Stickney, Illinois.

2026 Outlook
The company believes the current, more challenging margin environment will persist through the remainder of 2026, with overall profitability likely to be toward the lower end of previously stated guidance. Input costs and freight expenses are expected to remain headwinds. At the same time, several working capital initiatives are anticipated to generate additional cash flow, supporting the company's ability to maintain its cash flow guidance. Accordingly, Koppers is updating its 2026 forecast as follows:
2026 Current Forecast2026 Prior Forecast2025 Actual
Net sales$1.9 - $2.0 billion$1.9 - $2.0 billion$1.9 billion
Adjusted EBITDA$240 - $250 million$240 - $260 million$257 million
Effective tax rate on adjusted net income28 percent28 percent29 percent
Adjusted EPS$3.80 - $4.20$3.80 - $4.60$4.07
Operating cash flow$165 - $185 million$165 - $185 million$123 million
Capital expenditures$55 million$55 million$55 million
Free cash flow$110 - $130 million$110 - $130 million$68 million
Commenting on the 2026 forecast, Mr. Ball said, "We remain confident that our strategy and ongoing transformation initiatives position Koppers to unlock significant and sustainable improvements in earnings and cash flow. Our near-term priorities remain reducing debt and returning capital to shareholders, while continuing to execute a disciplined approach to long-term value creation."
Koppers does not provide reconciliations of guidance for adjusted EBITDA, free cash flow and adjusted EPS to comparable GAAP measures, in reliance on the unreasonable efforts exception. Koppers is unable, without unreasonable efforts, to forecast certain items required to develop meaningful comparable GAAP financial measures. These items include, but are not limited to, restructuring and impairment charges, acquisition-related costs, mark-to-market commodity hedging, and LIFO adjustments that are difficult to forecast for a GAAP estimate and may be significant. Forward-looking statements, including the guidance above, are based upon current expectations and are subject to factors that could cause actual results to differ materially from those set forth above. Please see the “Safe Harbor Statement” below for more information.

Investor Conference Call and Webcast
Koppers management will conduct a conference call this morning, beginning at 11:00 a.m. Eastern Time to discuss the company’s results for the second quarter of 2026. Presentation materials will be available at least 15 minutes before the call on www.koppers.com in the Investor Relations section of the company’s website.
Interested parties may access the live audio broadcast toll free by dialing 833-366-1128 in the United States and Canada, or 412-902-6774 for international, Conference ID number 10205150. Participants are requested to access the call at least five minutes before the scheduled start time to complete a brief registration. The conference call will be broadcast live on www.koppers.com and can also be accessed here.
3

An audio replay will be available approximately two hours after the completion of the call toll free at 855-669-9658 for the U.S. and Canada, or 412-317-0088 for international, using replay access code 2050613. The recording will be available for replay through September 6, 2026.
###

About Koppers
Koppers (NYSE: KOP) is an integrated global provider of essential treated wood products, wood preservation technologies and carbon compounds. Our team of approximately 1,800 employees create, protect and preserve key elements of our global infrastructure – including railroad crossties, utility poles, outdoor wooden structures, and production feedstocks for steel, aluminum and construction materials, among others – applying decades of industry-leading expertise while constantly innovating to anticipate the needs of tomorrow. Together we are providing safe and sustainable solutions to enable rail transportation, keep power flowing, and create spaces of enjoyment for people everywhere. Protecting What Matters, Preserving The Future. Learn more at Koppers.com.
Inquiries from the media should be directed to Ms. Jessica Franklin Black at BlackJF@koppers.com or 412-227-2025. Inquiries from the investment community should be directed to Ms. Quynh McGuire at McGuireQT@koppers.com or 412-227-2049.

Non-GAAP Financial Measures
This press release contains certain non-GAAP financial measures. Koppers believes that adjusted EBITDA, adjusted net income, free cash flow and adjusted earnings per share provide information useful to investors in understanding the underlying operational performance of the company, its business and performance trends, and facilitates comparisons between periods. The exclusion of certain items permits evaluation and a comparison between periods of results for ongoing business operations, and it is on this basis that Koppers management internally assesses the company’s performance. In addition, the Board of Directors and executive management team use adjusted EBITDA as a performance measure under the company’s annual incentive plans and for certain performance share units granted to management prior to 2026. The Board of Directors and executive management also use free cash flow and adjusted earnings per share as performance measures for certain performance share units granted to management in 2026.
Although Koppers believes that these non-GAAP financial measures enhance investors’ understanding of its business and performance, these non-GAAP financial measures should not be considered an alternative to GAAP basis financial measures and should be read in conjunction with the relevant GAAP financial measure. Other companies in a similar industry may define or calculate these measures differently than the company, limiting their usefulness as comparative measures. Because of these limitations, these non-GAAP financial measures should not be considered in isolation or as substitutes for performance measures calculated in accordance with GAAP.
See the attached tables for the following reconciliations of non-GAAP financial measures included in this press release: Unaudited Reconciliation of Net Income to Adjusted EBITDA, Unaudited Reconciliations of Net Income to Adjusted Net Income and Diluted Earnings Per Share and Adjusted Earnings Per Share and Unaudited Reconciliation of Net Cash Provided by (Used In) Operating Activities to Free Cash Flow.


4

Safe Harbor Statement
Certain statements in this press release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and may include, but are not limited to, statements about sales levels, acquisitions, restructuring, declines in the value of Koppers assets and the effect of any related impairment charges, profitability and anticipated expenses and cash outflows. All forward-looking statements involve risks and uncertainties.
All statements contained herein that are not clearly historical in nature are forward-looking, and words such as “outlook,” “guidance,” “forecast,” “believe,” “anticipate,” “expect,” “estimate,” “may,” “will,” “should,” “continue,” “plan,” “potential,” “intend,” “likely,” or other similar words or phrases are generally intended to identify forward-looking statements. Any forward-looking statement contained herein, in other press releases, written statements or other documents filed with the Securities and Exchange Commission, regarding future dividends, expectations with respect to sales, earnings, cash flows, operating efficiencies, restructurings, cost reduction efforts, transformation initiatives, product introductions or expansions, the benefits of acquisitions, divestitures, joint ventures or other matters as well as financings and debt reduction, are subject to known and unknown risks, uncertainties and contingencies.
Many of these risks, uncertainties and contingencies are beyond our control, and may cause actual results, performance or achievements to differ materially from anticipated results, performance or achievements. Factors that might affect such forward-looking statements include, among other things, availability of and fluctuations in the prices of key raw materials, including coal tar, lumber and scrap copper; the impact of changes in commodity prices, such as oil, copper and chemicals, on product margins; the successful implementation of multi-year cost mitigation programs; the extent of the dependence of certain of our businesses on certain market sectors and customers; economic, political and environmental conditions in international markets, including governmental changes, tariffs, restrictions on trade and restrictions on the ability to transfer capital across countries; geopolitical events (including the current conflicts in the Middle East); current and potential future tariffs or duties; general economic and business conditions; potential difficulties in protecting our intellectual property; the ratings on our debt and our ability to repay or refinance our outstanding indebtedness as it matures; our ability to operate within the limitations of our debt covenants; unexpected business disruptions; potential delays in timing or changes to expected benefits from cost reduction efforts; timing and results of any transformation initiatives, including estimates and assumptions related to the cost and the anticipated benefits of the transformation initiatives; potential impairment of our goodwill and/or long-lived assets; demand for Koppers goods and services; competitive conditions; capital market conditions, including interest rates, borrowing costs and foreign currency rate fluctuations; disruptions and inefficiencies in the supply chain; changes in laws; the impact of environmental laws and regulations and compliance therewith; unfavorable resolution of claims against us, as well as those discussed more fully elsewhere in this release and in documents filed with the Securities and Exchange Commission by Koppers, particularly our latest annual report on Form 10-K and any subsequent filings by Koppers with the Securities and Exchange Commission. We caution you that the foregoing list of important factors may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this release may not in fact occur. Any forward-looking statements in this release speak only as of the date of this release, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after that date or to reflect the occurrence of unanticipated events.
5

KOPPERS HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
Three Months Ended
June 30,		Six Months Ended
June 30,
2026202520262025
(Dollars in millions, except share and per share amounts)(Unaudited)(Unaudited)(Unaudited)(Unaudited)
Net sales$520.1 $504.8 $975.4 $961.3 
Cost of sales411.1 390.6 779.8 741.3 
Depreciation and amortization17.9 18.0 37.3 36.0 
Selling, general and administrative40.9 39.5 82.6 80.6 
Impairment and restructuring215.8 17.6 223.6 37.6 
Loss (gain) on sale of assets0.4 0.0 (3.9)(0.3)
Operating (loss) profit(166.0)39.1 (144.0)66.1 
Other income, net1.0 2.1 1.9 3.5 
Interest expense15.0 17.3 30.0 33.9 
Loss on pension settlement0.0 0.0 0.0 29.0 
(Loss) income before income taxes(180.0)23.9 (172.1)6.7 
Income tax (benefit) provision(32.5)7.5 (31.7)4.2 
Net (loss) income$(147.5)$16.4 $(140.4)$2.5 
(Loss) earnings per common share:
Basic$(7.71)$0.83 $(7.26)$0.13 
Diluted$(7.71)$0.81 $(7.26)$0.12 
Weighted average shares outstanding (in thousands):
Basic19,12819,88319,33820,123
Diluted19,12820,23519,33820,456
6

KOPPERS HOLDINGS INC.
CONDENSED CONSOLIDATED BALANCE SHEET
June 30, 2026December 31, 2025
(Dollars in millions, except share and per share amounts)(Unaudited)
Assets
Cash and cash equivalents$40.7 $38.0 
Accounts receivable, net of allowance of $4.6 and $7.0
205.7 158.7 
Inventories, net385.7 411.2 
Derivative contracts23.2 31.5 
Other current assets24.3 29.3 
Total current assets679.6 668.7 
Property, plant and equipment, net of accumulated depreciation of $646.6 and $465.4
482.1 650.9 
Goodwill329.1 329.4 
Intangible assets, net96.6 106.7 
Operating lease right-of-use assets103.6 102.9 
Deferred tax assets7.2 7.0 
Other assets24.1 21.2 
Total assets$1,722.3 $1,886.8 
Liabilities
Accounts payable$166.0 $122.4 
Accrued liabilities91.8 72.6 
Current operating lease liabilities28.7 27.2 
Current maturities of long-term debt4.9 4.9 
Total current liabilities291.4 227.1 
Long-term debt892.7 914.3 
Operating lease liabilities75.3 76.1 
Accrued postretirement benefits12.9 13.7 
Deferred tax liabilities7.4 43.7 
Other long-term liabilities55.6 37.6 
Total liabilities1,335.3 1,312.5 
Commitments and contingent liabilities
Equity
Senior Convertible Preferred Stock, $0.01 par value per share; 10,000,000
 shares authorized; no shares issued
0.0 0.0 
Common Stock, $0.01 par value per share; 80,000,000 shares authorized;
 26,824,475 and 26,213,052 shares issued
0.3 0.3 
Additional paid-in capital339.7 332.4 
Retained earnings395.0 539.4 
Accumulated other comprehensive loss(67.0)(61.4)
Treasury stock, at cost, 7,920,741 and 6,757,247 shares
(281.0)(236.7)
Total Koppers shareholders’ equity387.0 574.0 
Noncontrolling interests0.0 0.3 
Total equity387.0 574.3 
Total liabilities and equity$1,722.3 $1,886.8 
7

KOPPERS HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Six Months Ended June 30,
20262025
(Dollars in millions)(Unaudited)(Unaudited)
Cash provided by (used in) operating activities:
Net (loss) income$(140.4)$2.5 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization37.3 36.0 
Impairment and depreciation in impairment and restructuring209.7 18.0 
Stock-based compensation6.8 8.3 
Change in derivative contracts6.9 (9.8)
Non-cash interest expense1.9 1.9 
(Gain) on sale of assets(3.8)(1.0)
Insurance proceeds0.0 (2.2)
Deferred income taxes(36.7)1.0 
Pension settlement0.0 29.0 
Change in other liabilities(1.8)3.0 
Cloud-based software implementation costs, net of amortization0.2 (2.4)
Other - net(0.4)(1.4)
Changes in working capital:
Accounts receivable(48.2)(14.1)
Inventories19.2 9.5 
Accounts payable44.5 (13.3)
Accrued liabilities5.0 (34.3)
Other working capital(3.9)(2.9)
Net cash provided by operating activities96.3 27.8 
Cash (used in) provided by investing activities:
Capital expenditures(23.7)(26.4)
Insurance proceeds0.0 2.2 
Sale of assets0.0 2.5 
Sale of business and divestitures0.5 (7.6)
Other investing activities0.8 (10.0)
Net cash (used in) investing activities(22.4)(39.3)
Cash (used in) provided by financing activities:
Borrowings of credit facility358.4 271.5 
Repayments of credit facility(379.4)(231.8)
Repayments of long-term debt(2.5)(2.5)
Issuances of Common Stock0.5 0.6 
Repurchases of Common Stock(43.9)(29.2)
Payment of debt issuance costs0.0 (2.1)
Dividends paid and return of capital to noncontrolling interests(3.8)(3.2)
Net cash (used in) provided by financing activities(70.7)3.3 
Effect of exchange rate changes on cash(0.5)2.7 
Net increase (decrease) in cash and cash equivalents2.7 (5.5)
Cash and cash equivalents at beginning of period38.0 43.9 
Cash and cash equivalents at end of period$40.7 $38.4 
8

UNAUDITED SEGMENT INFORMATION
Three Months Ended
June 30,		Six Months Ended
June 30,
2026202520262025
(Dollars in millions)
Net sales:
Railroad and Utility Products and Services$245.9$250.4$465.9$485.4
Performance Chemicals168.2150.8310.3271.7
Carbon Materials and Chemicals106.0103.6199.2204.2
Total$520.1$504.8$975.4$961.3
Adjusted EBITDA:
Railroad and Utility Products and Services$25.7$31.6$48.3$57.1
Performance Chemicals37.728.763.548.8
Carbon Materials and Chemicals7.616.88.526.7
Total(1)
$71.0$77.1$120.3$132.6
Adjusted EBITDA margin as a percentage of GAAP sales:
Railroad and Utility Products and Services10.5%12.6%10.4%11.8%
Performance Chemicals22.4%19.0%20.5%18.0%
Carbon Materials and Chemicals7.2%16.2%4.3%13.1%
(1)The table below describes the adjustments to arrive at adjusted EBITDA.
UNAUDITED RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA
Three Months Ended
June 30,		Six Months Ended
June 30,		Year Ended
December 31,
20262025202620252025
(Dollars in millions)
Net (loss) income$(147.5)$16.4 $(140.4)$2.5 $56.0 
Interest expense15.017.330.0 33.9 66.1
Depreciation and amortization17.918.037.3 36.0 73.6
Income tax (benefit) provision(32.5)7.5(31.7)4.2 25.2
Sub-total(147.1)59.2(104.8)76.6 220.9
Adjustments to arrive at adjusted EBITDA:
Acquisition inventory step-up amortization0.5 0.0 0.8 0.0 0.0 
Amortization of cloud-based software
  implementation costs		0.7 0.5 1.2 0.8 1.2 
Impairment, restructuring and plant closure costs215.8 17.6 223.6 37.6 51.9 
LIFO (benefit)(1)
(2.3)(0.7)(3.5)(2.5)(11.0)
Loss (gain) on sale of assets0.4 0.0 (3.9)(0.3)(0.4)
Mark-to-market commodity hedging losses (gains)3.0 (0.7)6.9 (9.8)(34.2)
Pension settlement and expense0.01.20.0 30.2 28.3
Total adjustments218.117.9225.1 56.0 35.8
Adjusted EBITDA$71.0 $77.1 $120.3 $132.6 $256.7 
(1)The LIFO expense adjustment removes the entire impact of LIFO and effectively reflects the results as if we were on a FIFO inventory basis.
9

UNAUDITED RECONCILIATIONS OF NET INCOME TO ADJUSTED NET INCOME AND
DILUTED EARNINGS PER SHARE AND ADJUSTED EARNINGS PER SHARE
Three Months Ended
June 30,		Six Months Ended
June 30,		Year Ended
December 31,
20262025202620252025
(Dollars in millions, except share and per share amounts)
Net (loss) income$(147.5)$16.4 $(140.4)$2.5 $56.0 
Adjustments to arrive at adjusted net income:
Acquisition inventory step-up amortization0.5 0.0 0.8 0.0 0.0 
Amortization of cloud-based software
  implementation costs		0.7 0.5 1.2 0.8 1.2 
Impairment, restructuring and plant closure costs215.8 17.6 223.6 37.6 51.9 
LIFO (benefit)(1)
(2.3)(0.7)(3.5)(2.5)(11.0)
Loss (gain) on sale of assets0.4 0.0 (3.9)(0.3)(0.4)
Mark-to-market commodity hedging losses (gains)3.0 (0.7)6.9 (9.8)(34.2)
Pension settlement and expense0.0 1.2 0.0 30.2 28.3 
Total adjustments218.1 17.9 225.1 56.0 35.8 
Adjustments to income tax:
Income tax on adjustments to pre-tax income(43.5)(4.4)(46.2)(14.0)(8.8)
Effect on adjusted net income174.6 13.5 178.9 42.0 27.0 
Adjusted net income$27.1 $29.9 $38.5 $44.5 $83.0 
Diluted weighted average common shares outstanding
   (in thousands)		19,729 20,235 19,935 20,456 20,405 
Diluted (loss) earnings per share$(7.71)$0.81 $(7.26)$0.12 $2.74 
Adjusted earnings per share$1.37 $1.48 $1.93 $2.18 $4.07 
(1)The LIFO expense adjustment removes the entire impact of LIFO and effectively reflects the results as if we were on a FIFO inventory basis.
UNAUDITED RECONCILIATION OF NET CASH PROVIDED BY
OPERATING ACTIVITIES TO FREE CASH FLOW
Six Months Ended June 30,
20262025
(Dollars in millions)
Net cash provided by operating activities$96.3 $27.8 
Less: capital expenditures(23.7)(26.4)
Free cash flow$72.6 $1.4 
10

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