Koppers cuts 2026 adjusted EPS outlook to $3.10–$3.25
Nine-month operating cash flow reached a record $126.9 million, while Koppers lowered its 2026 adjusted EBITDA and EPS forecasts.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
8-K
Rhea-AI Filing Summary
Koppers Holdings Inc. (KOP) reported third-quarter 2026 net sales of $499.1 million, up 2.8% year over year, while net income fell to $14.7 million from $23.8 million. Adjusted EBITDA declined 18.2% to $58.0 million, and diluted EPS was $0.75 versus $1.17. Higher raw material and logistics costs were the primary reason for the EBITDA decline. Performance Chemicals sales and adjusted EBITDA rose, while profitability declined in Railroad and Utility Products and Services and Carbon Materials and Chemicals.
For the nine months ended September 30, 2026, operating cash flow was a record $126.9 million versus $77.4 million, and free cash flow was a record $92.0 million versus $39.0 million. Koppers lowered its 2026 adjusted EBITDA forecast to $220–$225 million from $240–$250 million and adjusted EPS to $3.10–$3.25 from $3.80–$4.20. It kept operating cash flow guidance at $165–$185 million, raised free cash flow guidance to $115–$135 million from $110–$130 million, and set net sales guidance at approximately $1.9 billion. Year to date, it returned $56.2 million to shareholders and reduced total debt by $31.0 million and net debt by $35.8 million.
1 point · 0 major1 major · 3 points
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Moderate pointNine-month operating cash flow reached a record $126.9 million, versus $77.4 million.
Negative
- Major point. Forward-looking: it has not happened yet and may not happen.2026 adjusted EBITDA guidance declined to $220–$225 million from $240–$250 million.
- Moderate pointThird-quarter net income fell 38.2% to $14.7 million.
- Moderate pointThird-quarter adjusted EBITDA fell 18.2% to $58.0 million.
8-K Event Classification
2 items: 2.02, 9.01
2 items
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, or exhibit attachments filed with this report.
Key Figures
Net sales: $499.1 million
Net income: $14.7 million
Adjusted EBITDA: $58.0 million
+5 more
8 metrics
Net sales
$499.1 million
Third quarter of 2026; up 2.8% from the prior-year quarter
Net income
$14.7 million
Third quarter of 2026; down 38.2% from the prior-year quarter
Adjusted EBITDA
$58.0 million
Third quarter of 2026; down 18.2% from the prior-year quarter
Diluted EPS
$0.75 per share
Third quarter of 2026; compared with $1.17 in the prior-year quarter
Operating cash flow
$126.9 million
Nine months ended September 30, 2026; compared with $77.4 million in the prior-year period
Free cash flow
$92.0 million
Nine months ended September 30, 2026; compared with $39.0 million in the prior-year period
2026 adjusted EBITDA forecast
$220–$225 million
Current forecast; prior forecast was $240–$250 million
2026 adjusted EPS forecast
$3.10–$3.25
Current forecast; prior forecast was $3.80–$4.20
Key Terms
Adjusted EBITDA, Free cash flow, working capital, mark-to-market commodity hedging
4 terms
Adjusted EBITDA financial
"Adjusted EBITDA of $58.0 million decreased $12.9 million"
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
"Free cash flow for the nine months ended September 30, 2026"
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.
working capital financial
"improved working capital performance"
Working capital is the money a business has available to cover its daily expenses, like paying bills and buying supplies. It’s like the cash in your wallet that helps you handle everyday costs; having enough ensures the business can operate smoothly without running into money shortages.
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.
Earnings Snapshot
Net sales: $499.1 million · Guidance included
Third quarter of 2026
Net sales
$499.1 million
+2.8% year over year
Net income
$14.7 million
-38.2% year over year
Diluted EPS
$0.75
-35.9% year over year
Adjusted EPS
$0.77
-36.4% year over year
Adjusted EBITDA
$58.0 million
-18.2% year over year
Guidance
2026 forecast: net sales approximately $1.9 billion; adjusted EBITDA $220–$225 million; adjusted EPS $3.10–$3.25; operating cash flow $165–$185 million; capital expenditures $50 million; free cash flow $115–$135 million.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What were KOP's third-quarter 2026 results?
Koppers reported net sales of $499.1 million, net income of $14.7 million, and adjusted EBITDA of $58.0 million for the third quarter of 2026. Diluted EPS was $0.75 and adjusted EPS was $0.77.
What is KOP's updated 2026 guidance?
Koppers forecast net sales of approximately $1.9 billion, adjusted EBITDA of $220–$225 million, adjusted EPS of $3.10–$3.25, operating cash flow of $165–$185 million, and free cash flow of $115–$135 million. The adjusted EBITDA and adjusted EPS ranges were reduced from $240–$250 million and $3.80–$4.20, respectively.
Why did KOP's adjusted EBITDA decline?
Higher raw material and logistics costs were the primary reasons for the decrease. Selling, general and administrative expenses were also $3.4 million higher year over year, mainly due to compensation-related and technology costs; lower professional services costs partly offset those increases.
How did KOP's Performance Chemicals segment perform?
Performance Chemicals reported third-quarter net sales of $161.5 million, up 11.9%, and adjusted EBITDA of $29.6 million, up 13.4%, compared with the prior-year quarter. The company attributed higher sales mainly to 10% volume growth, primarily in the Americas.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): November 6, 2026
_________________________________________________________
(Exact name of registrant as specified in its charter)
_________________________________________________________
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (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)
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 November 6, 2026, Koppers Holdings Inc. (the “Company” or “we”) issued a press release announcing third 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 third quarter earnings, dated November 6, 2026 | |||||||
| 104 | Cover 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: November 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 |  Koppers Holdings Inc. 436 Seventh Avenue Pittsburgh, PA 15219-1800 Tel 412 227 2001 www.koppers.com | |||||||
KOPPERS REPORTS THIRD QUARTER 2026 RESULTS
•Sales of $499.1 million vs. $485.3 million in Prior Year Quarter
•Net income of $14.7 million vs. $23.8 million in Prior Year Quarter
•Diluted EPS of $0.75 vs. $1.17 in Prior Year Quarter
•Adjusted EPS of $0.77 vs. $1.21 in Prior Year Quarter
•Adjusted EBITDA of $58.0 million vs. $70.9 million in Prior Year Quarter
•Record year-to-date operating cash flow of $126.9 million vs. $77.4 million in Prior Year Period
•Record year-to-date free cash flow of $92.0 million vs. $39.0 million in Prior Year Period; returned $56.2 million to shareholders and reduced total debt by $31.0 million (net debt by $35.8 million) in Year-to-Date Period
PITTSBURGH, November 6, 2026 – Koppers Holdings Inc. (NYSE: KOP), an integrated global provider of treated wood products, wood treatment chemicals, and carbon compounds, today reported its third quarter of 2026 results.
| Three Months Ended September 30, | |||||||||||||||||||||||
| (Dollars in millions, except per share amounts) | 2026 | 2025 | Change | % Change | |||||||||||||||||||
| Net sales | $ | 499.1 | $ | 485.3 | $ | 13.8 | 2.8 | % | |||||||||||||||
| Net income | $ | 14.7 | $ | 23.8 | $ | (9.1) | (38.2) | % | |||||||||||||||
Adjusted net income(1) | $ | 15.2 | $ | 24.4 | $ | (9.2) | (37.7) | % | |||||||||||||||
| Diluted earnings per share (EPS) | $ | 0.75 | $ | 1.17 | $ | (0.42) | (35.9) | % | |||||||||||||||
Adjusted EPS(1) | $ | 0.77 | $ | 1.21 | $ | (0.44) | (36.4) | % | |||||||||||||||
Adjusted EBITDA(1) | $ | 58.0 | $ | 70.9 | $ | (12.9) | (18.2) | % | |||||||||||||||
(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, “Our third-quarter results reflect continued challenges in the macroeconomic environment. While we are delivering on our commitments to grow volumes and structurally improve our cost position, higher raw material and logistics costs are more than offsetting those benefits in the near term, placing additional pressure on margins and earnings. Our Catalyst transformation program continues to address these headwinds, fundamentally changing how we drive performance improvement across the organization. Performance Chemicals delivered higher sales and adjusted EBITDA over the prior year quarter, while profitability declined in our Railroad and Utility Products and Services and Carbon Materials and Chemicals businesses. At the same time, we generated record year-to-date operating cash flow and free cash flow by taking decisive action to enhance operational efficiency and controlling what we can control. We remain focused on improving margins, generating cash and allocating capital with discipline to build long-term shareholder value.”
Third Quarter Financial Performance
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | Change | % Change | ||||||||||||||||||||
| (Dollars in millions) | |||||||||||||||||||||||
| Net sales: | |||||||||||||||||||||||
| Railroad and Utility Products and Services | $ | 232.8 | $ | 232.7 | $ | 0.1 | 0.0 | % | |||||||||||||||
| Performance Chemicals | 161.5 | 144.3 | 17.2 | 11.9 | % | ||||||||||||||||||
| Carbon Materials and Chemicals | 104.8 | 108.3 | (3.5) | (3.2) | % | ||||||||||||||||||
| Total | $ | 499.1 | $ | 485.3 | $ | 13.8 | 2.8 | % | |||||||||||||||
| Adjusted EBITDA: | |||||||||||||||||||||||
| Railroad and Utility Products and Services | $ | 22.3 | $ | 29.2 | $ | (6.9) | (23.6) | % | |||||||||||||||
| Performance Chemicals | 29.6 | 26.1 | 3.5 | 13.4 | % | ||||||||||||||||||
| Carbon Materials and Chemicals | 6.1 | 15.6 | (9.5) | (60.9) | % | ||||||||||||||||||
Total(1) | $ | 58.0 | $ | 70.9 | $ | (12.9) | (18.2) | % | |||||||||||||||
| Adjusted EBITDA margin as a percentage of GAAP sales: | |||||||||||||||||||||||
| Railroad and Utility Products and Services | 9.6 | % | 12.5 | % | (2.9) | % | (23.2) | % | |||||||||||||||
| Performance Chemicals | 18.3 | % | 18.1 | % | 0.2 | % | 1.1 | % | |||||||||||||||
| Carbon Materials and Chemicals | 5.8 | % | 14.4 | % | (8.6) | % | (59.7) | % | |||||||||||||||
(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 $13.8 million, or 2.8 percent, in the third quarter of 2026 as compared to the prior year quarter, primarily driven by volume increases in residential and industrial wood preservatives, Class I crossties and U.S. utility poles. The increases were offset in part by unfavorable pricing for Class I crossties in the RUPS segment compared to the prior year quarter. Currency conversion had a favorable effect of $6.1 million compared to the prior year quarter.
•Adjusted EBITDA of $58.0 million decreased $12.9 million, or 18.2 percent, as compared to $70.9 million in the prior year quarter. The year-over-year decrease was due primarily to higher raw material and logistics costs. Also, selling, general and administrative expenses were $3.4 million higher year-over-year due mainly to an increase in compensation-related costs and higher technology costs. The increases were partly offset by lower professional services costs.
•Operating cash flow for the nine months ended September 30, 2026, was a record $126.9 million compared to $77.4 million in the prior year period. The increase primarily reflected improved working capital performance and approximately $14 million of pension funding in the prior-year period, partially offset by lower underlying earnings. The improvement in working capital reflected the timing of customer receipts and vendor payments as well as lower inventory. Free cash flow for the nine months ended September 30, 2026, was $92.0 million, also a record, compared to $39.0 million in the prior year period, net of capital expenditures of $34.9 million and $38.4 million, respectively.
•RUPS net sales increased slightly due primarily to higher volumes for crossties and a five percent volume increase in the company's domestic utility pole business, including an acquisition of a western U.S. pole procurement business. These increases were mostly offset by approximately $6.3 million related to the sale of a railroad services business in the third quarter of 2025 and price decreases across multiple markets, particularly for crossties. Foreign currency changes had a favorable impact of $0.9 million on sales compared to the prior year period, mainly from the company's utility pole business in Australia. Adjusted EBITDA decreased due to lower sales prices, particularly for Class I crossties, $3.7 million of higher raw material and selling, general and administrative costs and approximately $0.6 million related to the sale of the railroad services business. These decreases were partly offset by an increase in sales volume, primarily in the Class I crossties business.
2
•PC net sales increased due to a ten percent volume growth, primarily in the Americas, related to market share gains and inventory restocking. Lower prices in Europe were mostly offset by higher prices in the Americas and Australasia. Foreign currency changes had a favorable impact of $2.6 million on sales compared to the prior year period. Adjusted EBITDA increased due primarily to higher sales volume and favorable utilization, partly offset by higher raw material costs of $4.7 million. Raw material costs were unfavorably impacted primarily by increased scrap copper costs, net of the benefit realized from the company's copper-hedging program.
•CMC net sales decreased due mainly to reduced volumes, particularly for carbon pitch. These decreases were partly offset by price increases for carbon pitch and carbon black feedstock. Carbon pitch prices were approximately four percent higher globally from the prior year period, driven by market dynamics in North America and Europe. Foreign currency changes had a favorable impact of $2.6 million on sales compared to the prior year period. Adjusted EBITDA decreased due to higher raw material costs of $9.0 million and lower utilization of $1.7 million, primarily in North America, due to feedstock quality issues and the accelerated closure of the company's Stickney facility.
2026 Outlook
The company continues to expect positive volume trends and increasing benefits from its ongoing operational improvement efforts. However, higher than anticipated raw material and logistics costs, partially influenced by elevated energy prices, have created additional margin pressures that are expected to persist through the remainder of 2026. While the company has made strong progress on the planned actions to optimize its production network, these benefits are not expected to fully offset the near-term impact of higher input costs and weaker end market demand. At the same time, several working capital initiatives are anticipated to generate additional cash flow, supporting the company's ability to maintain its operating cash flow guidance. Accordingly, Koppers is updating its 2026 forecast as follows:
| 2026 Current Forecast | 2026 Prior Forecast | 2025 Actual | ||||||||||||||||||
| Net sales | ~$1.9B | $1.9 - $2.0B | $1.9B | |||||||||||||||||
| Adjusted EBITDA | $220 - $225M | $240 - $250M | $257M | |||||||||||||||||
| Effective tax rate on adjusted net income | 31 percent | 28 percent | 29 percent | |||||||||||||||||
| Adjusted EPS | $3.10 - $3.25 | $3.80 - $4.20 | $4.07 | |||||||||||||||||
| Operating cash flow | $165 - $185M | $165 - $185M | $123M | |||||||||||||||||
| Capital expenditures | $50M | $55M | $55M | |||||||||||||||||
| Free cash flow | $115 - $135M | $110 - $130M | $68M | |||||||||||||||||
Commenting on the 2026 forecast, Mr. Ball said, "While 2026 hasn’t played out as we originally planned, our team has built a strong foundation for significant improvement in 2027. Raw material and logistics costs have escalated throughout the year faster than we can recover in the near term. However, commercial actions that take effect in 2027 will help reset earnings to a meaningfully higher level as we are beginning to realize the benefits of several large self-help initiatives, including the accelerated Stickney closure and the idling of our Florence treating plant. In the meantime, our working capital initiatives continue to generate cash, allowing us to maintain our operating cash flow guidance and raise our free cash flow outlook.”
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.
3
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 third 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 10205169. 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.
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 5501905. The recording will be available for replay through December 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 1,700 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, adjusted earnings per share, free cash flow and net debt 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, Unaudited Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow and Unaudited Reconciliation of Total Debt to Net Debt.
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 domestic and 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 September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (Dollars in millions, except share and per share amounts) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||||||||
| Net sales | $ | 499.1 | $ | 485.3 | $ | 1,474.5 | $ | 1,446.6 | |||||||||||||||
| Cost of sales | 399.9 | 368.3 | 1,179.7 | 1,109.6 | |||||||||||||||||||
| Depreciation and amortization | 18.1 | 17.6 | 55.4 | 53.6 | |||||||||||||||||||
| Selling, general and administrative | 40.9 | 37.5 | 123.5 | 118.1 | |||||||||||||||||||
| Impairment and restructuring | 9.8 | 10.2 | 233.4 | 47.8 | |||||||||||||||||||
| (Gain) on sale of assets | 0.0 | (0.1) | (3.9) | (0.4) | |||||||||||||||||||
| Operating profit (loss) | 30.4 | 51.8 | (113.6) | 117.9 | |||||||||||||||||||
| Other income, net | 1.0 | 0.7 | 2.9 | 4.2 | |||||||||||||||||||
| Interest expense | 14.9 | 16.7 | 44.9 | 50.6 | |||||||||||||||||||
| Loss on pension settlement | 0.0 | 0.0 | 0.0 | 29.0 | |||||||||||||||||||
| Income (loss) before income taxes | 16.5 | 35.8 | (155.6) | 42.5 | |||||||||||||||||||
| Income tax provision (benefit) | 1.8 | 12.0 | (29.9) | 16.2 | |||||||||||||||||||
| Net income (loss) | $ | 14.7 | $ | 23.8 | $ | (125.7) | $ | 26.3 | |||||||||||||||
| Earnings (loss) per common share: | |||||||||||||||||||||||
| Basic | $ | 0.78 | $ | 1.21 | $ | (6.55) | $ | 1.32 | |||||||||||||||
| Diluted | $ | 0.75 | $ | 1.17 | $ | (6.55) | $ | 1.29 | |||||||||||||||
| Weighted average shares outstanding (in thousands): | |||||||||||||||||||||||
| Basic | 18,874 | 19,654 | 19,182 | 19,964 | |||||||||||||||||||
| Diluted | 19,660 | 20,212 | 19,182 | 20,414 | |||||||||||||||||||
6
KOPPERS HOLDINGS INC.
CONDENSED CONSOLIDATED BALANCE SHEET
| September 30, 2026 | December 31, 2025 | ||||||||||
| (Dollars in millions, except share and per share amounts) | (Unaudited) | ||||||||||
| Assets | |||||||||||
| Cash and cash equivalents | $ | 42.8 | $ | 38.0 | |||||||
Accounts receivable, net of allowance of $4.5 and $7.0 | 203.9 | 158.7 | |||||||||
| Inventories, net | 387.3 | 411.2 | |||||||||
| Derivative contracts | 20.1 | 31.5 | |||||||||
| Other current assets | 20.8 | 29.3 | |||||||||
| Total current assets | 674.9 | 668.7 | |||||||||
Property, plant and equipment, net of accumulated depreciation of $655.5 and $465.4 | 476.7 | 650.9 | |||||||||
| Goodwill | 329.1 | 329.4 | |||||||||
| Intangible assets, net | 93.5 | 106.7 | |||||||||
| Operating lease right-of-use assets | 102.7 | 102.9 | |||||||||
| Deferred tax assets | 7.4 | 7.0 | |||||||||
| Other assets | 33.0 | 21.2 | |||||||||
| Total assets | $ | 1,717.3 | $ | 1,886.8 | |||||||
| Liabilities | |||||||||||
| Accounts payable | $ | 153.5 | $ | 122.4 | |||||||
| Accrued liabilities | 95.2 | 72.6 | |||||||||
| Current operating lease liabilities | 30.9 | 27.2 | |||||||||
| Current maturities of long-term debt | 4.9 | 4.9 | |||||||||
| Total current liabilities | 284.5 | 227.1 | |||||||||
| Long-term debt | 883.3 | 914.3 | |||||||||
| Operating lease liabilities | 72.3 | 76.1 | |||||||||
| Accrued postretirement benefits | 12.8 | 13.7 | |||||||||
| Deferred tax liabilities | 8.9 | 43.7 | |||||||||
| Other long-term liabilities | 53.0 | 37.6 | |||||||||
| Total liabilities | 1,314.8 | 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; 26,868,672 and 26,213,052 shares issued | 0.3 | 0.3 | |||||||||
| Additional paid-in capital | 344.3 | 332.4 | |||||||||
| Retained earnings | 407.8 | 539.4 | |||||||||
| Accumulated other comprehensive loss | (61.7) | (61.4) | |||||||||
Treasury stock, at cost, 8,072,259 and 6,757,247 shares | (288.2) | (236.7) | |||||||||
| Total Koppers shareholders’ equity | 402.5 | 574.0 | |||||||||
| Noncontrolling interests | 0.0 | 0.3 | |||||||||
| Total equity | 402.5 | 574.3 | |||||||||
| Total liabilities and equity | $ | 1,717.3 | $ | 1,886.8 | |||||||
7
KOPPERS HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| (Dollars in millions) | (Unaudited) | (Unaudited) | |||||||||
| Cash provided by (used in) operating activities: | |||||||||||
| Net (loss) income | $ | (125.7) | $ | 26.3 | |||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | 55.4 | 53.6 | |||||||||
| Impairment and depreciation in impairment and restructuring | 210.2 | 18.0 | |||||||||
| Stock-based compensation | 10.0 | 10.7 | |||||||||
| Change in derivative contracts | 7.9 | (14.7) | |||||||||
| Non-cash interest expense | 2.8 | 2.8 | |||||||||
| (Gain) on sale of assets | (3.8) | (0.3) | |||||||||
| Insurance proceeds | 0.0 | (2.2) | |||||||||
| Deferred income taxes | (43.0) | 1.6 | |||||||||
| Pension settlement | 0.0 | 29.0 | |||||||||
| Change in other liabilities | 2.8 | 3.3 | |||||||||
| Cloud-based software implementation costs, net of amortization | (0.2) | (4.0) | |||||||||
| Other - net | (3.0) | (1.9) | |||||||||
| Changes in working capital: | |||||||||||
| Accounts receivable | (46.7) | (3.5) | |||||||||
| Inventories | 18.9 | 13.9 | |||||||||
| Accounts payable | 32.9 | (22.0) | |||||||||
| Accrued liabilities | 9.2 | (27.1) | |||||||||
| Other working capital | (0.8) | (6.1) | |||||||||
| Net cash provided by operating activities | 126.9 | 77.4 | |||||||||
| Cash (used in) provided by investing activities: | |||||||||||
| Capital expenditures | (34.9) | (38.4) | |||||||||
| Insurance proceeds | 0.0 | 2.2 | |||||||||
| Sale of assets | 0.0 | 2.5 | |||||||||
| Sale of business and divestitures | 0.7 | 4.8 | |||||||||
| Other investing activities | 1.2 | (9.6) | |||||||||
| Net cash (used in) investing activities | (33.0) | (38.5) | |||||||||
| Cash (used in) provided by financing activities: | |||||||||||
| Borrowings of credit facility | 582.6 | 420.4 | |||||||||
| Repayments of credit facility | (612.7) | (424.5) | |||||||||
| Repayments of long-term debt | (3.7) | (3.7) | |||||||||
| Issuances of Common Stock | 1.9 | 1.1 | |||||||||
| Repurchases of Common Stock | (51.0) | (33.3) | |||||||||
| Payment of debt issuance costs | 0.0 | (2.6) | |||||||||
| Dividends paid and return of capital to noncontrolling interests | (5.5) | (4.7) | |||||||||
| Net cash (used in) financing activities | (88.4) | (47.3) | |||||||||
| Effect of exchange rate changes on cash | (0.7) | 2.4 | |||||||||
| Net increase (decrease) in cash and cash equivalents | 4.8 | (6.0) | |||||||||
| Cash and cash equivalents at beginning of period | 38.0 | 43.9 | |||||||||
| Cash and cash equivalents at end of period | $ | 42.8 | $ | 37.9 | |||||||
8
UNAUDITED SEGMENT INFORMATION
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (Dollars in millions) | |||||||||||||||||||||||
| Net sales: | |||||||||||||||||||||||
| Railroad and Utility Products and Services | $ | 232.8 | $ | 232.7 | $ | 698.7 | $ | 718.1 | |||||||||||||||
| Performance Chemicals | 161.5 | 144.3 | 471.8 | 416.0 | |||||||||||||||||||
| Carbon Materials and Chemicals | 104.8 | 108.3 | 304.0 | 312.5 | |||||||||||||||||||
| Total | $ | 499.1 | $ | 485.3 | $ | 1,474.5 | $ | 1,446.6 | |||||||||||||||
| Adjusted EBITDA: | |||||||||||||||||||||||
| Railroad and Utility Products and Services | $ | 22.3 | $ | 29.2 | $ | 70.6 | $ | 86.3 | |||||||||||||||
| Performance Chemicals | 29.6 | 26.1 | 93.1 | 74.9 | |||||||||||||||||||
| Carbon Materials and Chemicals | 6.1 | 15.6 | 14.6 | 42.3 | |||||||||||||||||||
Total(1) | $ | 58.0 | $ | 70.9 | $ | 178.3 | $ | 203.5 | |||||||||||||||
| Adjusted EBITDA margin as a percentage of GAAP sales: | |||||||||||||||||||||||
| Railroad and Utility Products and Services | 9.6 | % | 12.5 | % | 10.1 | % | 12.0 | % | |||||||||||||||
| Performance Chemicals | 18.3 | % | 18.1 | % | 19.7 | % | 18.0 | % | |||||||||||||||
| Carbon Materials and Chemicals | 5.8 | % | 14.4 | % | 4.8 | % | 13.5 | % | |||||||||||||||
(1)The table below describes the adjustments to arrive at adjusted EBITDA.
UNAUDITED RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA
| Three Months Ended September 30, | Nine Months Ended September 30, | Year Ended December 31, | |||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2025 | |||||||||||||||||||||||||
| (Dollars in millions) | |||||||||||||||||||||||||||||
| Net income (loss) | $ | 14.7 | $ | 23.8 | $ | (125.7) | $ | 26.3 | $ | 56.0 | |||||||||||||||||||
| Depreciation and amortization | 18.1 | 17.6 | 55.4 | 53.6 | 73.6 | ||||||||||||||||||||||||
| Interest expense | 14.9 | 16.7 | 44.9 | 50.6 | 66.1 | ||||||||||||||||||||||||
| Income tax provision (benefit) | 1.8 | 12.0 | (29.9) | 16.2 | 25.2 | ||||||||||||||||||||||||
| Sub-total | 49.5 | 70.1 | (55.3) | 146.7 | 220.9 | ||||||||||||||||||||||||
| Adjustments to arrive at adjusted EBITDA: | |||||||||||||||||||||||||||||
| Acquisition inventory step-up amortization | 0.0 | 0.0 | 0.8 | 0.0 | 0.0 | ||||||||||||||||||||||||
| Amortization of cloud-based software implementation costs | 0.8 | 0.3 | 2.0 | 1.1 | 1.2 | ||||||||||||||||||||||||
| (Gain) on sale of assets | 0.0 | (0.1) | (3.9) | (0.4) | (0.4) | ||||||||||||||||||||||||
| Impairment, restructuring and plant closure costs | 9.8 | 10.2 | 233.4 | 47.8 | 51.9 | ||||||||||||||||||||||||
LIFO (benefit)(1) | (3.1) | (4.8) | (6.6) | (7.3) | (11.0) | ||||||||||||||||||||||||
| Mark-to-market commodity hedging losses (gains) | 1.0 | (4.9) | 7.9 | (14.7) | (34.2) | ||||||||||||||||||||||||
| Pension settlement and expense | 0.0 | 0.1 | 0.0 | 30.3 | 28.3 | ||||||||||||||||||||||||
| Total adjustments | 8.5 | 0.8 | 233.6 | 56.8 | 35.8 | ||||||||||||||||||||||||
| Adjusted EBITDA | $ | 58.0 | $ | 70.9 | $ | 178.3 | $ | 203.5 | $ | 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 September 30, | Nine Months Ended September 30, | Year Ended December 31, | |||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2025 | |||||||||||||||||||||||||
| (Dollars in millions, except share and per share amounts) | |||||||||||||||||||||||||||||
| Net income (loss) | $ | 14.7 | $ | 23.8 | $ | (125.7) | $ | 26.3 | $ | 56.0 | |||||||||||||||||||
| Adjustments to arrive at adjusted net income: | |||||||||||||||||||||||||||||
| Acquisition inventory step-up amortization | 0.0 | 0.0 | 0.8 | 0.0 | 0.0 | ||||||||||||||||||||||||
| Amortization of cloud-based software implementation costs | 0.8 | 0.3 | 2.0 | 1.1 | 1.2 | ||||||||||||||||||||||||
| (Gain) on sale of assets | 0.0 | (0.1) | (3.9) | (0.4) | (0.4) | ||||||||||||||||||||||||
| Impairment, restructuring and plant closure costs | 9.8 | 10.2 | 233.4 | 47.8 | 51.9 | ||||||||||||||||||||||||
LIFO (benefit)(1) | (3.1) | (4.8) | (6.6) | (7.3) | (11.0) | ||||||||||||||||||||||||
| Mark-to-market commodity hedging losses (gains) | 1.0 | (4.9) | 7.9 | (14.7) | (34.2) | ||||||||||||||||||||||||
| Pension settlement and expense | 0.0 | 0.1 | 0.0 | 30.3 | 28.3 | ||||||||||||||||||||||||
| Total adjustments | 8.5 | 0.8 | 233.6 | 56.8 | 35.8 | ||||||||||||||||||||||||
| Adjustments to income tax: | |||||||||||||||||||||||||||||
| Income tax on adjustments to pre-tax income | (8.0) | (0.2) | (54.2) | (14.2) | (8.8) | ||||||||||||||||||||||||
| Effect on adjusted net income | 0.5 | 0.6 | 179.4 | 42.6 | 27.0 | ||||||||||||||||||||||||
| Adjusted net income | $ | 15.2 | $ | 24.4 | $ | 53.7 | $ | 68.9 | $ | 83.0 | |||||||||||||||||||
| Diluted weighted average common shares outstanding (in thousands) | 19,660 | 20,212 | 19,881 | 20,414 | 20,405 | ||||||||||||||||||||||||
| Diluted earnings (loss) per share | $ | 0.75 | $ | 1.17 | $ | (6.55) | $ | 1.29 | $ | 2.74 | |||||||||||||||||||
| Adjusted earnings per share | $ | 0.77 | $ | 1.21 | $ | 2.70 | $ | 3.38 | $ | 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
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| (Dollars in millions) | |||||||||||
| Net cash provided by operating activities | $ | 126.9 | $ | 77.4 | |||||||
| Less: capital expenditures | (34.9) | (38.4) | |||||||||
| Free cash flow | $ | 92.0 | $ | 39.0 | |||||||
UNAUDITED RECONCILIATION OF TOTAL DEBT TO NET DEBT
| September 30, 2026 | December 31, 2025 | ||||||||||
(Dollars in millions) | |||||||||||
| Total Debt | $ | 888.2 | $ | 919.2 | |||||||
| Less: Cash | 42.8 | 38.0 | |||||||||
| Net Debt | $ | 845.4 | $ | 881.2 | |||||||
10