Koppers (NYSE: KOP) SVP reports RSU awards, PSU vesting and tax share surrender

Rhea-AI Filing Summary

Koppers Holdings Inc. reported insider equity activity for its SVP, Culture and Engagement on a Form 4. On January 2, 2026, the officer received restricted stock units (RSUs) and dividend equivalent rights tied to prior performance share unit (PSU) grants. On January 5, 2026, the officer was awarded 6,692 time-based RSUs, which are scheduled to vest in four annual installments of 25 percent.

Also on January 5, 2026, previously granted PSUs for a three-year performance period were settled into 3,421 shares of common stock, and additional shares were acquired from released dividend equivalent rights. The officer surrendered 4,417 shares back to Koppers at $26.93 per share to cover tax withholding related to vesting. Following these transactions, the officer directly beneficially owned 32,764 shares of Koppers common stock.

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^*

Lucas Stephen G

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Culture and Engagement

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		6,692	A	$0	33,604	D
Common Stock	01/05/2026		M		3,421	A	(2)	37,025	D
Common Stock	01/05/2026		M		156(3)	A	$0(3)	37,181	D
Common Stock	01/05/2026		F		4,417	D	$26.93(4)	32,764	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		846		(5)	(5)	Common Stock	846	$0	3,421	D
Restricted Stock Units	(2)	01/02/2026		A		722		(6)	(6)	Common Stock	722	$0	722	D
Dividend Equivalent Rights	(7)	01/02/2026		A		24		(7)	(7)	Common Stock	24	$0	258	D
Restricted Stock Units	(2)	01/05/2026		M			3,421	(8)	(8)	Common Stock	3,421	$0	0	D
Dividend Equivalent Rights	(9)	01/05/2026		M			156(9)	(9)	(9)	Common Stock	156	$0	102	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, 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
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FAQ

What insider transaction did Koppers (KOP) report in this Form 4?

The Form 4 reports equity transactions by Koppers' SVP, Culture and Engagement, including new restricted stock unit (RSU) awards, the settlement of performance share units (PSUs) into common stock, crediting of dividend equivalent rights, and the surrender of shares to cover tax withholding.

How many new restricted stock units were granted to the Koppers (KOP) executive?

On January 5, 2026, the reporting person received 6,692 time-based restricted stock units, each convertible into one share of Koppers common stock. These RSUs will vest in 25 percent annual installments over four years, subject to continued service.

What performance share units (PSUs) vested for the Koppers (KOP) officer?

The filing states that PSUs granted on January 4, 2023 for a three-year performance period from January 1, 2023 through December 31, 2025 had their performance criteria satisfied. Those previously granted PSUs were settled into 3,421 shares of common stock on January 5, 2026.

Why did the Koppers (KOP) executive surrender shares of common stock?

The officer surrendered 4,417 shares of Koppers common stock back to the company at $26.93 per share. These shares were used as payment for tax withholding obligations arising from the vesting of RSUs and PSUs.

What are dividend equivalent rights (DERs) mentioned in the Koppers (KOP) Form 4?

Dividend equivalent rights, or DERs, accrued with respect to additional PSUs credited to the reporting person from grants on January 4, 2023 and January 3, 2025. Each DER is the economic equivalent of one share of Koppers common stock and can be released into shares in connection with vesting events.

How many Koppers (KOP) shares does the executive beneficially own after these transactions?

After the reported acquisitions, vesting, and share surrender on January 5, 2026, the reporting person directly beneficially owned 32,764 shares of Koppers Holdings Inc. common stock, as shown in Table I of the filing.

What conditions affect future vesting of Koppers (KOP) restricted stock units?

The restricted stock units reported are subject to continued service by the reporting person through January 5, 2028. In addition, if Koppers' total shareholder return over the period from January 1, 2025 through December 31, 2027 is negative, the cumulative number of PSUs that may vest for that three-year period is capped at 150% of the target number.