[8-K] Koppers Holdings Inc. Reports Material Event

Rhea-AI Filing Summary

Koppers Holdings Inc. appointed Laura Posadas to its Board of Directors, effective November 5, 2025, and increased the Board size from eight to nine directors. The Board determined she is independent under NYSE and company standards. Posadas is CEO of Canlak Coatings Inc. and previously held senior roles at Matrix Adhesives Group and BP’s Castrol. She will receive standard non‑employee director compensation and will stand for election at the 2026 Annual Meeting. A press release was furnished as Exhibit 99.1.

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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 5, 2025

_________________________________________________________

KOPPERS HOLDINGS INC.

(Exact name of registrant as specified in its charter)

_________________________________________________________

Pennsylvania			1-32737			20-1878963
(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)

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			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

Common Stock

KOP

The 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 5, 2025, the Board of Directors (the “Board”) of Koppers Holdings Inc. (the “Company”) increased the size of the Board from eight to nine directors and elected Laura Posadas as a director of the Company. The committees on which Ms. Posadas will serve have not been determined. Ms. Posadas will receive compensation for her services as a non-employee director in accordance with the Company’s standard compensatory arrangement described in the Company’s Definitive Proxy Statement for its 2025 Annual Meeting under the caption “Director Compensation” filed pursuant to Regulation 14A with the Securities and Exchange Commission on March 28, 2025.

Since October 2024, Ms. Posadas has served as Chief Executive Officer of Canlak Coatings Inc., a formulator and manufacturer of high-quality wood coating systems. Ms. Posadas served as Chief Commercial Officer of Matrix Adhesives Group, a provider of advanced adhesive and sealant solutions, from January 2023 to October 2024 and as Regional President, Americas of Castrol for BP p.l.c., the global integrated energy company, from December 2019 to December 2022.

The Board has determined that Ms. Posadas is an independent director under applicable New York Stock Exchange listing requirements and the Board’s own independence standards, which are included in the Company’s Corporate Governance Guidelines. Ms. Posadas will stand for election by the Company’s shareholders at the Company’s 2026 Annual Meeting.

There are no transactions between Ms. Posadas and the Company that would be reportable under Item 404(a) of Regulation S-K, and there is no arrangement or understanding with any person pursuant to which Ms. Posadas was selected as a director.

The Company issued a press release on November 5, 2025 regarding the election of Ms. Posadas as a director. A copy of the press release is furnished herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

99.1						Press Release dated November 5, 2025
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 5, 2025

			KOPPERS HOLDINGS INC.
			By:						/s/ Jimmi Sue Smith
									Jimmi Sue Smith
									Chief Financial Officer and Treasurer

FAQ

What did Koppers (KOP) announce on November 5, 2025?

The company increased its Board from eight to nine directors and elected Laura Posadas as a director.

Is Laura Posadas considered independent at Koppers (KOP)?

Yes. The Board determined that Ms. Posadas is an independent director under NYSE and company standards.

When will Laura Posadas stand for shareholder election at Koppers (KOP)?

She will stand for election at the 2026 Annual Meeting.

What compensation will Laura Posadas receive as a Koppers (KOP) director?

She will receive standard non-employee director compensation per the company’s 2025 proxy statement.

Does Koppers (KOP) report any related-party transactions with Laura Posadas?

No. There are no transactions reportable under Item 404(a) of Regulation S‑K.

Where can I find more details about the appointment at Koppers (KOP)?

A press release dated November 5, 2025 was furnished as Exhibit 99.1.

What is Laura Posadas’s recent professional background?

She has been CEO of Canlak Coatings Inc. since October 2024 and previously served at Matrix Adhesives Group and BP’s Castrol.