STOCK TITAN

Stickney exit plan and 2026 outlook reshape Koppers (NYSE: KOP)

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

Rhea-AI Filing Summary

Koppers Holdings Inc. reported first quarter 2026 results and detailed a conditional plan to discontinue distillation and chemical manufacturing at its Stickney, Illinois facility. Net sales were $455.3 million versus $456.5 million a year earlier, with net income of $7.1 million compared with a loss of $13.9 million. Adjusted EBITDA was $49.3 million, down from $55.5 million, while operating cash flow improved to $46.3 million from a use of $22.7 million, and free cash flow reached $34.9 million versus negative $37.0 million. The company now forecasts 2026 net sales of $1.9–$2.0 billion, adjusted EBITDA of $240–$260 million, adjusted EPS of $3.80–$4.60, and operating cash flow of $165–$185 million, with capital expenditures of $55 million. The conditional Stickney exit is expected to generate total pre-tax charges of $227–$262 million through 2029, including $170–$195 million of non-cash charges and $57–$67 million of cash costs, and ultimately target annual adjusted EBITDA and free cash flow improvements starting in 2027. Shareholders also approved all director nominees, an amendment to the employee stock purchase plan, executive compensation on an advisory basis, and the ratification of KPMG LLP as auditor.

Positive

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Negative

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Insights

Koppers posts solid cash flow, plans costly but strategic Stickney exit.

Koppers delivered roughly flat Q1 2026 sales at $455.3 million, but swung from a prior-year loss to net income of $7.1 million. Adjusted EBITDA declined to $49.3 million, yet operating cash flow improved sharply to $46.3 million, supporting $34.9 million of free cash flow.

The company issued 2026 guidance for net sales of $1.9–$2.0 billion, adjusted EBITDA of $240–$260 million and adjusted EPS of $3.80–$4.60. Management attributes pressure in Carbon Materials and Chemicals to competitive and raw material headwinds, while Performance Chemicals and Railroad and Utility Products and Services show healthier trends.

A key strategic move is the conditional decision to discontinue Stickney, Illinois operations, with expected pre-tax charges of $227–$262 million, mostly non-cash. Management estimates annual adjusted EBITDA savings of $15–$20 million and free cash flow improvement of $15–$25 million from 2027, plus an adjusted EPS benefit of $1.00–$1.20 per share once fully realized.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 2.05 Costs Associated with Exit or Disposal Activities Financial
The company committed to an exit plan involving layoffs, facility closures, or restructuring charges.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Q1 2026 net sales $455.3 million Three months ended March 31, 2026
Q1 2026 net income $7.1 million Versus $(13.9) million in prior-year quarter
Q1 2026 adjusted EBITDA $49.3 million Down from $55.5 million in Q1 2025
Q1 2026 operating cash flow $46.3 million Versus $(22.7) million in Q1 2025
Q1 2026 free cash flow $34.9 million Versus $(37.0) million in Q1 2025
Stickney closure charges $227–$262 million Expected pre-tax charges through end of 2029
2026 adjusted EBITDA guidance $240–$260 million Company-wide 2026 forecast
2026 adjusted EPS guidance $3.80–$4.60 Company-wide 2026 forecast range
Adjusted EBITDA financial
"Adjusted EBITDA of $49.3 million vs. $55.5 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
"Free cash flow of $34.9 million vs. $(37.0) million in Prior Year Quarter"
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 and restructuring financial
"Impairment and restructuring | 7.8 | | | 20.0"
LIFO (benefit) financial
"The LIFO expense adjustment removes the entire impact of LIFO"
Senior Convertible Preferred Stock financial
"Senior Convertible Preferred Stock, $0.01 par value per share"
Employee Stock Purchase Plan financial
"First Amendment to the Koppers Holdings Inc. Amended and Restated Employee Stock Purchase Plan"
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
Net sales $455.3 million -0.3% YoY
Net income $7.1 million $21.0 million improvement YoY
Adjusted EBITDA $49.3 million -11.2% YoY
Adjusted EPS $0.57 -19.7% YoY
Guidance

For 2026, Koppers forecasts net sales of $1.9–$2.0 billion, adjusted EBITDA of $240–$260 million, adjusted EPS of $3.80–$4.60, operating cash flow of $165–$185 million, and capital expenditures of $55 million.

0001315257False00013152572026-05-072026-05-07

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): May 7, 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 May 8, 2026, Koppers Holdings Inc. (the “Company” or “we”) issued a press release announcing first 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 2.05 Costs Associated with Exit or Disposal Activities.
On May 8, 2026, the Company announced that it has made a conditional decision to discontinue distillation and chemical manufacturing operations at its facility in Stickney, Illinois, subject to the satisfaction of any bargaining obligations that might exist with the union that represents certain employees at that facility.
The conditional decision, which is pending negotiations and consultation with the union, was driven by challenging market conditions over the past decade, including unit operating costs outpacing our ability to capture higher pricing, reduced raw material supply from North American steel manufacturers, and increased capital requirements and, if finalized, will affect approximately 85 employees. The Company anticipates winding down the remaining distillation and chemical production activities by December 31, 2026, pending discussions with the union. The Company is tentatively targeting fourth quarter 2026 for shifting production to its coal tar distillation facility located in Nyborg, Denmark. As part of this conditional decision, the Company is continuing to evaluate potentially appropriate uses for the Stickney facility following the end of production activities.
The Company expects this action to result in pre-tax charges to earnings of $227 million to $262 million through the end of 2029, approximately $170 million to $195 million of which constitutes non-cash charges and approximately $57 million to $67 million of which constitutes cash expenditures. Estimates of the total pre-tax amount for each major type of cost associated with the discontinuation plan are: (i) retention and severance costs of approximately $5 million (including both for salaried and union employees, and pending negotiations and consultation with the union), (ii) accelerated depreciation and asset write-down costs of approximately $170 million to $195 million, and (iii) plant cleaning, waste disposal and demolition costs of approximately $52 million to $62 million.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
We held our Annual Meeting of Shareholders on May 7, 2026 (the “Annual Meeting”). At the Annual Meeting, our shareholders approved the First Amendment (the “First Amendment”) to the Koppers Holdings Inc. Amended and Restated Employee Stock Purchase Plan (the “ESPP”).
A summary of the ESPP, as amended by the First Amendment, was included in our definitive proxy statement filed with the Securities and Exchange Commission on March 27, 2026 (the “2026 Proxy Statement”) under the section titled “Proxy Item 2 — Proposal to Approve an Amendment to Our Amended and Restated Employee Stock Purchase Plan” and is incorporated herein by reference. The summary of the ESPP, as amended by the First Amendment, contained in the 2026 Proxy Statement is qualified in its entirety by reference to the full text of the ESPP, which is filed as Exhibit 10.2 to our Current Report on Form 8-K filed on May 7, 2021, and the First Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Four matters were considered and voted upon at the Annual Meeting: (1) the election of eight persons to serve on our Board of Directors; (2) the approval of the First Amendment; (3) an advisory resolution to approve named executive officer compensation; and (4) the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2026.



Election of Directors: Nominations of Leroy M. Ball, Xudong Feng, Ph.D., Traci L. Jensen, David L. Motley, Laura J. Posadas, Andrew D. Sandifer, Nishan J. Vartanian and Sonja M. Wilkerson to serve as directors for one-year terms expiring in 2027 were considered, and all nominees were elected. All nominees received a majority of votes cast. The final voting results are as follows:
NomineesForAgainstAbstainBroker Non-Votes
Leroy M. Ball16,337,493502,14018,9551,565,136
Xudong Feng, Ph.D.16,387,087452,61718,8841,565,136
Traci L. Jensen16,500,802342,15515,6311,565,136
David L. Motley16,473,001376,2279,3601,565,136
Laura J. Posadas16,671,236177,4809,8721,565,136
Andrew D. Sandifer16,533,530309,74615,3121,565,136
Nishan J. Vartanian16,675,722175,6067,2601,565,136
Sonja M. Wilkerson16,355,301484,63718,6501,565,136
Approval of the First Amendment to the Koppers Holdings Inc. Amended and Restated Employee Stock Purchase Plan: The proposal to approve the First Amendment to the Koppers Holdings Inc. Amended and Restated Employee Stock Purchase Plan was approved. The final voting results are as follows:
ForAgainstAbstainBroker Non-Votes
16,814,34837,1367,1041,565,136
Advisory Resolution to Approve Named Executive Officer Compensation: The advisory resolution approving the compensation of our named executive officers as disclosed in the Notice of Annual Meeting and Proxy Statement for the 2026 Annual Meeting was approved. The final voting results are as follows:
ForAgainstAbstainBroker Non-Votes
16,543,516241,12073,9521,565,136
Ratification of Appointment of KPMG LLP: The Audit Committee of our Board of Directors appointed KPMG LLP as our independent registered public accounting firm for fiscal year 2026. The final voting results to ratify the appointment of KPMG LLP are as follows:
ForAgainstAbstain
18,118,616287,21717,891
There were no broker non-votes with respect to this matter.
Item 7.01 Regulation FD Disclosure.
The Company issued a press release on May 8, 2026 announcing the conditional plan to discontinue distillation and chemical manufacturing operations activities at its facility in Stickney, Illinois. A copy of the press release is included in this Current Report on Form 8-K as Exhibit 99.2 and is furnished herewith.
The information in Items 2.02 and 7.01 above, including Exhibits 99.1 and 99.2 attached to this Current Report on Form 8-K, are being furnished under Items 2.02 and 7.01 of Form 8-K. Such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.



Safe Harbor Statement
The statements made in this Form 8-K regarding the conditional decision to discontinue operations at the facility in Stickney, Illinois, the amount and timing of the charge to earnings the Company expects to record, the estimates of the total costs expected for each major type of cost and the expected cash outlays constitute forward looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from those expressed by these forward-looking statements as a result of various important factors, including, but not limited to, the satisfaction of any bargaining obligations with the union that represents certain employees at the facility; the finalization of employee retention and severance arrangements; the finalization of the accounting impact of the closure; higher than expected demolition, site clearing, environmental remediation or asset retirement costs; and other factors and risks discussed in the Company’s latest Annual Report on Form 10-K. In addition, the forward-looking statements represent estimates only as of the date of filing this Current Report on Form 8-K and should not be relied upon as representing estimates as of any subsequent date. The Company disclaims any obligation to update publicly any forward-looking statements, whether in response to new information, future events or otherwise, except as required by applicable law.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
10.1
First Amendment to the Koppers Holdings Inc. Amended and Restated Employee Stock Purchase Plan (Incorporated by reference to Exhibit 99.2 to our Registration Statement on Form S-8 filed on May 8, 2026 (File No. 333-295681)).
99.1
Press Release announcing first quarter earnings, dated May 8, 2026
99.2
Press Release announcing conditional plan to discontinue operations at Stickney, Illinois facility, dated May 8, 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: May 8, 2026
KOPPERS HOLDINGS INC.
By:
/s/ BRADLEY A. PEARCE
Bradley A. Pearce
Interim Chief Financial Officer and Treasurer and Chief Accounting Officer

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 FIRST QUARTER 2026 RESULTS

Sales of $455.3 million vs. $456.5 million in Prior Year Quarter
Net income (loss) of $7.1 million vs. $(13.9) million in Prior Year Quarter
Diluted EPS of $0.35 vs. $(0.68) in Prior Year Quarter
Adjusted EPS of $0.57 vs. $0.71 in Prior Year Quarter
Adjusted EBITDA of $49.3 million vs. $55.5 million in Prior Year Quarter
Capital expenditures, net of insurance proceeds and sale of assets, of $11.4 million vs. $10.0 million in Prior Year Quarter
Operating cash flow of $46.3 million vs. $(22.7) million in Prior Year Quarter
Free cash flow of $34.9 million vs. $(37.0) million in Prior Year Quarter

PITTSBURGH, May 8, 2026 – Koppers Holdings Inc. (NYSE: KOP), an integrated global provider of treated wood products, wood treatment chemicals, and carbon compounds, today reported its first quarter of 2026 results.
Three Months Ended March 31,
(Dollars in millions, except per share amounts)20262025Change% Change
Net sales$455.3 $456.5 $(1.2)(0.3)%
Net income (loss)$7.1 $(13.9)$21.0 151.1 %
Adjusted net income(1)
$11.4 $14.6 $(3.2)(21.9)%
Diluted earnings per share (EPS)$0.35 $(0.68)$1.03 151.5 %
Adjusted EPS(1)
$0.57 $0.71 $(0.14)(19.7)%
Adjusted EBITDA(1)
$49.3 $55.5 $(6.2)(11.2)%
(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, "I’m happy to report that our consolidated first quarter results matched our expectations, while our cash generation picked up tremendous momentum. Performance Chemicals market share gains, combined with added benefits from our Catalyst transformation initiatives, partially offset a significant decline in Carbon Materials and Chemicals profitability, driven by persistent competitive pressures and higher raw material costs, including oil price spikes from the Middle East conflict. My thanks go out to our global team who is continuing to do the tough work of positioning Koppers for a major boost in performance when our end markets rebound."



First Quarter Financial Performance

Three Months Ended March 31,
20262025Change% Change
(Dollars in millions)
Net sales:
Railroad and Utility Products and Services$220.0$235.0$(15.0)(6.4)%
Performance Chemicals142.1120.921.2 17.5 %
Carbon Materials and Chemicals93.2100.6(7.4)(7.4)%
Total$455.3$456.5$(1.2)(0.3)%
Adjusted EBITDA:
Railroad and Utility Products and Services$22.6$25.5$(2.9)(11.4)%
Performance Chemicals25.820.15.7 28.4 %
Carbon Materials and Chemicals0.99.9(9.0)(90.9)%
Total(1)
$49.3$55.5$(6.2)(11.2)%
Adjusted EBITDA margin as a percentage of GAAP sales:
Railroad and Utility Products and Services10.3%10.9%(0.6)%(5.5)%
Performance Chemicals18.2%16.6%1.6 %9.6 %
Carbon Materials and Chemicals1.0%9.8%(8.8)%(89.8)%
(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.
RUPS net sales decreased due to customer mix in Class I crossties, lower activity in maintenance-of-way businesses, including approximately $9.6 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. These decreases were partly offset by increased volumes in domestic utility poles, including the acquisition of a western U.S. pole procurement business, and higher volumes in commercial crossties. Foreign currency changes had a favorable impact on sales in the current year period of $1.4 million compared to the prior year period, primarily from the Australian utility pole business. Adjusted EBITDA decreased due primarily to lower net sales prices and lower sales volumes.
PC net sales increased primarily driven by a 15 percent increase in volumes along with higher sales prices primarily in the Americas. Foreign currency changes from international markets had a favorable impact on sales in the current year period of $2.7 million compared to the prior year period. Adjusted EBITDA increased due to higher sales volumes and prices, partly offset by $2.4 million of higher raw material and operating costs. Higher raw material costs were unfavorably impacted by scrap copper costs, net of the benefit realized from the company's copper-hedging program.
CMC net sales decreased mainly due to lower phthalic anhydride volumes of $13.9 million as the company discontinued its production in the second quarter of 2025 and lower sales prices across most products, especially carbon pitch where prices were down approximately nine percent globally, driven by market dynamics. These decreases were partly offset by volume increases for carbon pitch, naphthalene and carbon black feedstock. Foreign currency changes from international markets had a favorable impact on sales in the current year period of $7.6 million compared to the prior year period. Adjusted EBITDA decreased due to lower sales prices as well as higher operating and raw material costs. These decreases were partly offset by the operating cost savings from ceasing phthalic anhydride production.


2


2026 Outlook
After considering the current competitive environment and global economic conditions, as well as the ongoing uncertainty associated with geopolitical and supply chain challenges, Koppers is updating its 2026 forecast as follows:
2026 Forecast2025 Actual
Net sales$1.9 - $2.0 billion$1.9 billion
Adjusted EBITDA$240 - $260 million$257 million
Effective tax rate on adjusted net income28 percent29 percent
Adjusted EPS$3.80 - $4.60$4.07
Operating cash flow$165 - $185 million$123 million
Capital expenditures$55 million$55 million
Commenting on the 2026 forecast, Mr. Ball said, "Today’s announcement of ceasing production at our Stickney, Illinois, plant by this year-end again demonstrates our willingness to make the difficult choices necessary to chart a more sustainable path forward for all our stakeholders. That decision alone will bring tremendous benefit beginning in 2027; however, the economic fallout of higher oil prices is expected to have up to a $10 million impact on our profitability this year. As a result, we have revised our adjusted EBITDA and adjusted EPS ranges for the current year’s guidance. The best news is that underlying demand in our PC and RUPS markets is projecting to be in line if not slightly better than what we thought coming into the year.
"We also expect higher operating cash flow and free cash flow than our previous guidance, as we deliver at the higher end of our inventory reduction targets. While we welcome end market improvement, the actions we have planned and already taken put us in position for a step change in profitability in 2027 while maintaining our already healthy cash generation."
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 first 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 10205147. 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 1468506. The recording will be available for replay through June 8, 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 1,850 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.
3


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.
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 war 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.
4


KOPPERS HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
Three Months Ended
March 31,
20262025
(Dollars in millions, except share and per share amounts)(Unaudited)(Unaudited)
Net sales$455.3 $456.5 
Cost of sales368.7 350.7 
Depreciation and amortization19.4 18.0 
Selling, general and administrative41.7 41.1 
Impairment and restructuring7.8 20.0 
(Gain) on sale of assets(4.3)(0.3)
Operating profit22.0 27.0 
Other income, net0.9 1.4 
Interest expense15.0 16.6 
Loss on pension settlement0.0 29.0 
Income (loss) before income taxes7.9 (17.2)
Income tax provision (benefit)0.8 (3.3)
Net income (loss)$7.1 $(13.9)
Earnings (loss) per common share:
Basic$0.36 $(0.68)
Diluted$0.35 $(0.68)
Weighted average shares outstanding (in thousands):
Basic19,55220,369
Diluted20,12220,369
5


KOPPERS HOLDINGS INC.
CONDENSED CONSOLIDATED BALANCE SHEET
March 31, 2026December 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 $4.3 and $7.0
181.0 158.7 
Inventories, net395.9 411.2 
Derivative contracts26.2 31.5 
Other current assets23.0 29.3 
Total current assets668.9 668.7 
Property, plant and equipment, net of accumulated depreciation of $473.1 and $465.4
645.7 650.9 
Goodwill329.4 329.4 
Intangible assets, net103.1 106.7 
Operating lease right-of-use assets102.5 102.9 
Deferred tax assets6.5 7.0 
Other assets24.2 21.2 
Total assets$1,880.3 $1,886.8 
Liabilities
Accounts payable$143.4 $122.4 
Accrued liabilities70.1 72.6 
Current operating lease liabilities28.1 27.2 
Current maturities of long-term debt4.9 4.9 
Total current liabilities246.5 227.1 
Long-term debt915.3 914.3 
Operating lease liabilities74.6 76.1 
Accrued postretirement benefits13.1 13.7 
Deferred tax liabilities43.9 43.7 
Other long-term liabilities37.4 37.6 
Total liabilities1,330.8 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;
 26,789,723 and 26,213,052 shares issued
0.3 0.3 
Additional paid-in capital336.4 332.4 
Retained earnings544.3 539.4 
Accumulated other comprehensive loss(65.8)(61.4)
Treasury stock, at cost, 7,560,355 and 6,757,247 shares
(265.7)(236.7)
Total Koppers shareholders’ equity549.5 574.0 
Noncontrolling interests0.0 0.3 
Total equity549.5 574.3 
Total liabilities and equity$1,880.3 $1,886.8 
6


KOPPERS HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Three Months Ended March 31,
20262025
(Dollars in millions)(Unaudited)(Unaudited)
Cash provided by (used in) operating activities:
Net income (loss)$7.1 $(13.9)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization19.4 18.0 
Depreciation in impairment and restructuring0.0 12.2 
Stock-based compensation3.9 6.6 
Change in derivative contracts3.9 (9.1)
Non-cash interest expense0.9 0.9 
(Gain) on sale of assets(4.3)(0.6)
Insurance proceeds0.0 (2.2)
Deferred income taxes0.0 0.3 
Pension settlement0.0 29.0 
Change in other liabilities(0.3)4.0 
Cloud-based software implementation costs, net of amortization0.1 (0.9)
Other - net0.1 (0.6)
Changes in working capital:
Accounts receivable(23.2)(11.1)
Inventories17.8 4.0 
Accounts payable22.1 (32.8)
Accrued liabilities1.1 (24.3)
Other working capital(2.3)(2.2)
Net cash provided by (used in) operating activities46.3 (22.7)
Cash (used in) provided by investing activities:
Capital expenditures(11.4)(14.3)
Insurance proceeds0.0 2.2 
Sale of assets0.0 2.1 
Sale of business and divestitures0.5 (7.6)
Other investing activities0.4 0.0 
Net cash used in investing activities(10.5)(17.6)
Cash provided by (used in) financing activities:
Borrowings of credit facility166.8 144.4 
Repayments of credit facility(165.5)(94.1)
Repayments of long-term debt(1.2)(1.2)
Issuances of Common Stock0.1 0.3 
Repurchases of Common Stock(29.0)(19.1)
Dividends paid and return of capital to noncontrolling interests(2.2)(1.6)
Net cash (used in) provided by financing activities(31.0)28.7 
Effect of exchange rate changes on cash0.0 1.0 
Net increase (decrease) in cash and cash equivalents4.8 (10.6)
Cash and cash equivalents at beginning of period38.0 43.9 
Cash and cash equivalents at end of period$42.8 $33.3 
7


UNAUDITED SEGMENT INFORMATION
Three Months Ended
March 31,
20262025
(Dollars in millions)
Net sales:
Railroad and Utility Products and Services$220.0$235.0
Performance Chemicals142.1120.9
Carbon Materials and Chemicals93.2100.6
Total$455.3$456.5
Adjusted EBITDA:
Railroad and Utility Products and Services$22.6$25.5
Performance Chemicals25.820.1
Carbon Materials and Chemicals0.99.9
Total(1)
$49.3$55.5
Adjusted EBITDA margin as a percentage of GAAP sales:
Railroad and Utility Products and Services10.3%10.9%
Performance Chemicals18.2%16.6%
Carbon Materials and Chemicals1.0%9.8%
(1)The table below describes the adjustments to arrive at adjusted EBITDA.
UNAUDITED RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA
Three Months Ended
March 31,
Year Ended
December 31,
202620252025
(Dollars in millions)
Net income (loss)$7.1 $(13.9)$56.0 
Interest expense15.0 16.6 66.1
Depreciation and amortization19.4 18.0 73.6
Income tax provision (benefit)0.8 (3.3)25.2
Sub-total42.3 17.4 220.9
Adjustments to arrive at adjusted EBITDA:
Acquisition inventory step-up amortization0.3 0.0 0.0 
Amortization of cloud-based software implementation costs0.5 0.3 1.2 
(Gain) on sale of assets(4.3)(0.3)(0.4)
Impairment, restructuring and plant closure costs7.8 20.0 51.9 
LIFO (benefit)(1)
(1.2)(1.8)(11.0)
Mark-to-market commodity hedging losses (gains)3.9 (9.1)(34.2)
Pension settlement and expense0.0 29.0 28.3
Total adjustments7.0 38.1 35.8
Adjusted EBITDA$49.3 $55.5 $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.
8


UNAUDITED RECONCILIATIONS OF NET INCOME TO ADJUSTED NET INCOME AND
DILUTED EARNINGS PER SHARE AND ADJUSTED EARNINGS PER SHARE
Three Months Ended
March 31,
Year Ended
December 31,
202620252025
(Dollars in millions, except share and per share amounts)
Net income (loss)$7.1 $(13.9)$56.0 
Adjustments to arrive at adjusted net income:
Acquisition inventory step-up amortization0.3 0.0 0.0 
Amortization of cloud-based software implementation costs0.5 0.3 1.2 
(Gain) on sale of assets(4.3)(0.3)(0.4)
Impairment, restructuring and plant closure costs7.8 20.0 51.9 
LIFO (benefit)(1)
(1.2)(1.8)(11.0)
Mark-to-market commodity hedging losses (gains)3.9 (9.1)(34.2)
Pension settlement and expense0.0 29.0 28.3 
Total adjustments7.0 38.1 35.8 
Adjustments to income tax:
Income tax on adjustments to pre-tax income(2.7)(9.6)(8.8)
Effect on adjusted net income4.3 28.5 27.0 
Adjusted net income$11.4 $14.6 $83.0 
Diluted weighted average common shares outstanding (in thousands)20,122 20,660 20,405 
Diluted earnings per share$0.35 $(0.68)$2.74 
Adjusted earnings per share$0.57 $0.71 $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 (USED IN)
OPERATING ACTIVITIES TO FREE CASH FLOW
Three Months Ended March 31,
20262025
(Dollars in millions)
Net cash provided by (used in) operating activities$46.3 $(22.7)
Less: capital expenditures(11.4)(14.3)
Free cash flow$34.9 $(37.0)
9
Exhibit 99.2

FOR IMMEDIATE RELEASE
For Information:
Quynh McGuire
Vice President, Investor Relations
412 227 2049
McGuireQT@koppers.com
a1.jpg
Koppers Holdings Inc.
436 Seventh Avenue
Pittsburgh, PA 15219-1800
Tel 412 227 2001
www.koppers.com

Koppers Announces Conditional Plan to Discontinue Production Activities at Facility in
Stickney, Illinois
Continues Enterprise-wide Strategy to Focus on Improving Margins and Cash Flow

PITTSBURGH, May 8, 2026 -- Koppers Holdings Inc. (NYSE: KOP), an integrated global provider of treated wood products, wood treatment chemicals and carbon compounds, today announced that it has made a conditional decision to discontinue distillation and chemical manufacturing operations at its facility located in Stickney, Illinois, subject to the satisfaction of any bargaining obligations that might exist with the union that represents certain employees at that facility.
The conditional decision, which is pending negotiations and consultation with the union and would impact approximately 85 employees, was driven by challenging market conditions over the past decade, including unit operating costs outpacing our ability to capture higher pricing, reduced raw material supply from North American steel manufacturers, and increased capital requirements.
Koppers anticipates winding down the remaining distillation and chemical production activities by December 31, 2026, pending discussions with the union. The company is tentatively targeting fourth quarter 2026 for shifting production to its coal tar distillation facility located in Nyborg, Denmark. To ensure an effective transition for existing pitch and creosote customers, Koppers has strengthened its supply chain from Nyborg to the U.S. through expanded shipping and terminal capabilities. As part of this conditional decision, the company is continuing to evaluate potentially appropriate uses for the Stickney facility following the end of production activities.
This action is anticipated to result in pre-tax charges to earnings of $227 million to $262 million through the end of 2029, which includes $170 million to $195 million of non-cash charges that are projected to be recorded in the second and third quarters of 2026. Cash closure charges of $57 million to $67 million will be expended over a three-year period beginning in the second quarter of 2026 and will be funded by the operating and capital cash benefits generated by this action. When completed, this should result in annual free cash flow improvement of $15 million to $25 million. The adjusted EBITDA improvement savings related to discontinuing activities are estimated to reach an annual run rate of approximately $15 million to $20 million in 2027 and beyond. Combined with the expected decrease in depreciation expense, the incremental benefit to adjusted EPS is estimated to be $1.00 to $1.20 per share.
Commenting on the intended action, Koppers Chief Executive Officer and Chair Leroy Ball said, “Our Carbon Materials and Chemicals business has faced structural market challenges for more than a decade and despite significant restructuring efforts, our Stickney facility has continued to be pressured by aging infrastructure, a higher cost-structure, excess industry capacity and increasingly constrained raw‑material availability. Given current and prospective market conditions along with having a more modern operation with adequate capacity in Nyborg, we cannot justify the significant near‑term capital investment required at Stickney. While difficult, we feel this is a necessary step to strengthen our remaining CMC business and sharpen our focus on healthier, higher-growth markets that will drive more sustainable long-term profitability for our stakeholders.”
Mr. Ball continued, “I want to thank our employees for their continued hard work and determination while operating under persistently tough circumstances. We understand that this situation is incredibly difficult and will have a real impact on our employees and their families. Our priority is to provide the support and assistance needed to help them navigate any transition.”
###
Koppers does not provide reconciliations of guidance for adjusted EBITDA, free cash flow and adjusted earnings per share 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.
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 1,850 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.
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; 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.

FAQ

How did Koppers (KOP) perform financially in the first quarter of 2026?

Koppers reported Q1 2026 net sales of $455.3 million, essentially flat versus $456.5 million a year earlier. Net income was $7.1 million compared with a loss of $13.9 million, and adjusted EBITDA was $49.3 million versus $55.5 million.

What is Koppers (KOP) forecasting for its full-year 2026 results?

For 2026, Koppers forecasts net sales of $1.9–$2.0 billion, adjusted EBITDA of $240–$260 million, and adjusted EPS of $3.80–$4.60. It also targets operating cash flow of $165–$185 million and capital expenditures of $55 million.

What is Koppers’ plan for the Stickney, Illinois facility and its financial impact?

Koppers has conditionally decided to discontinue distillation and chemical manufacturing at Stickney, Illinois by December 31, 2026, pending union discussions. The action is expected to generate pre-tax charges of $227–$262 million through 2029, largely non-cash, plus $57–$67 million of cash expenditures.

How much long-term benefit does Koppers (KOP) expect from exiting Stickney?

After completion, discontinuing Stickney activities is estimated to improve annual adjusted EBITDA by $15–$20 million and annual free cash flow by $15–$25 million. Combined with lower depreciation, Koppers projects an incremental adjusted EPS benefit of $1.00–$1.20 per share from 2027 onward.

How did Koppers’ segments perform in Q1 2026?

In Q1 2026, Railroad and Utility Products and Services net sales were $220.0 million, Performance Chemicals $142.1 million, and Carbon Materials and Chemicals $93.2 million. Adjusted EBITDA was $22.6 million, $25.8 million, and $0.9 million for these segments, respectively.

What were Koppers’ Q1 2026 cash flow and free cash flow figures?

Koppers generated $46.3 million of net cash from operating activities in Q1 2026, compared with a use of $22.7 million a year earlier. After $11.4 million of capital expenditures, free cash flow was $34.9 million, versus negative $37.0 million in the prior-year quarter.

What did Koppers (KOP) shareholders approve at the May 2026 Annual Meeting?

Shareholders elected eight directors to one-year terms ending in 2027, approved the First Amendment to the Employee Stock Purchase Plan, passed an advisory resolution on named executive officer compensation, and ratified KPMG LLP as Koppers’ independent registered public accounting firm for 2026.

Filing Exhibits & Attachments

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