Koppers (NYSE: KOP) CEO details RSU grants, PSU results and tax share surrender

Rhea-AI Filing Summary

Koppers Holdings Inc. reported equity transactions by its CEO and director on a Form 4. On January 5, 2026, the executive received 27,152 shares of common stock from a new grant of time-based restricted stock units that vest 25% per year over four years. The filing shows total common stock beneficially owned rising through conversions of previously granted restricted stock units and dividend equivalent rights, then decreasing when shares were surrendered to cover tax withholding at a price of $26.93 per share.

In Table II, the executive acquired new restricted stock units and dividend equivalent rights tied to performance share units whose performance criteria for periods ending December 31, 2025 have been satisfied. Some units remain subject to continued service through January 5, 2028, and if total shareholder return for the three-year period beginning January 1, 2025 is negative, the cumulative units that may vest for that period are capped at 150% of the target amount.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BALL M LEROY

(Last) (First) (Middle)

436 SEVENTH AVENUE

(Street)

PITTSBURGH PA 15219

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Koppers Holdings Inc. [ KOP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	01/05/2026		A		27,152	A	$0	384,460.4007	D
Common Stock	01/05/2026		M		64,634	A	(2)	449,094.4007	D
Common Stock	01/05/2026		M		2,056(3)	A	$0(3)	451,150.4007	D
Common Stock	01/05/2026		F		39,811	D	$26.93(4)	411,339.4007	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	01/02/2026		A		15,972		(5)	(5)	Common Stock	15,972	$0	64,634	D
Restricted Stock Units	(2)	01/02/2026		A		12,360		(6)	(6)	Common Stock	12,360	$0	12,360	D
Dividend Equivalent Rights	(7)	01/02/2026		A		519		(7)	(7)	Common Stock	519	$0	2,510	D
Restricted Stock Units	(2)	01/05/2026		M			64,634	(8)	(8)	Common Stock	64,634	$0	0	D
Dividend Equivalent Rights	(9)	01/05/2026		M			2,056(9)	(9)	(9)	Common Stock	2,056	$0	454	D

Explanation of Responses:

1. The reporting person was awarded time-based restricted stock units ("RSUs") on January 5, 2026, which will vest in annual installments of 25 percent over four years.

2. Restricted stock units convert into common stock on a one-for-one basis.

3. Represents shares acquired upon release of dividend equivalent rights ("DERs"), as reported in Table II, on a one-for-one basis.

4. Shares surrendered to the issuer by the reporting person as payment for the tax withholding related to the vesting of RSUs and performance share units ("PSUs").

5. On January 4, 2023, the reporting person was granted PSUs for which the performance criteria for the three-year performance period from January 1, 2023 through December 31, 2025 have been satisfied.

6. On January 3, 2025, the reporting person was granted PSUs for which the performance criteria for the one-year performance period from January 1, 2025 through December 31, 2025 have been satisfied. All of the restricted stock units reported here are subject to vesting based on the continued service of the reporting person through January 5, 2028. If the Company's total shareholder return over the three-year period of January 1, 2025 through December 31, 2027 is negative, then the cumulative number of units that may vest for such three-year period will be capped at 150% of the target number.

7. The DERs accrued with respect to additional PSUs credited to the reporting person with respect to PSUs granted on January 4, 2023 and January 3, 2025. Each DER is the economic equivalent of one share of Koppers Holdings Inc. common stock.

8. Represents previously granted PSUs for which the performance criteria for the three-year performance period from January 1, 2023 through December 31, 2025 have been satisfied, as reported in Table II above.

9. These DERs were released in connection with the vesting of RSUs and PSUs granted on January 4, 2022, January 4, 2023, January 4, 2024, and January 3, 2025. Each DER is the economic equivalent of one share of Koppers Holdings Inc. common stock.

Remarks:

	/s/ Stephanie L. Apostolou, Attorney in Fact	01/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider activity did Koppers Holdings Inc. (KOP) disclose in this Form 4?

The Form 4 reports that the CEO and director of Koppers Holdings Inc. acquired common stock through vesting and conversion of restricted stock units and dividend equivalent rights, and surrendered some shares to the company to satisfy tax withholding obligations related to vesting.

How many Koppers (KOP) shares were received from new time-based RSUs?

On January 5, 2026, the reporting person received 27,152 shares of Koppers common stock upon grant of time-based restricted stock units, which will vest in annual installments of 25 percent over four years.

What performance conditions apply to the Koppers (KOP) performance share units mentioned?

The filing notes performance share units granted on January 4, 2023 and January 3, 2025 had performance criteria satisfied for periods through December 31, 2025. In addition, for a three-year period from January 1, 2025 through December 31, 2027, if total shareholder return is negative, the cumulative number of units that may vest is capped at 150% of the target number.

Why were some Koppers (KOP) shares surrendered by the reporting person?

The filing explains that 39,811 shares of common stock were surrendered to Koppers by the reporting person as payment for tax withholding related to the vesting of restricted stock units and performance share units, at a price of $26.93 per share.

What are dividend equivalent rights (DERs) in this Koppers (KOP) filing?

Dividend equivalent rights in this filing are described as the economic equivalent of one share of Koppers common stock. They accrued with respect to additional performance share units and were released in connection with the vesting of restricted stock units and performance share units granted on several dates, including January 4, 2022, January 4, 2023, January 4, 2024, and January 3, 2025.

What ongoing service requirement is attached to some Koppers (KOP) restricted stock units?

The filing states that all of the restricted stock units reported in a particular grant are subject to vesting based on the continued service of the reporting person through January 5, 2028.