Koppers (KOP) director granted dividend equivalent rights tied to RSUs

Rhea-AI Filing Summary

MOTLEY DAVID L reported acquisition or exercise transactions in this Form 4 filing.

Koppers Holdings Inc. director David L. Motley reported routine compensation-related awards of dividend equivalent rights tied to his director equity. He received 50.0000 and 25.3500 dividend equivalent rights, each economically equal to one share of common stock and linked to time-based and deferred RSUs. Following these awards, he holds 325.5010 dividend equivalent rights. Future payments will follow his elections under the company’s Director Deferred Compensation Plan, generally beginning after his separation from service.

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

OMB APPROVAL

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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^*

MOTLEY DAVID L

(Last) (First) (Middle)

436 SEVENTH AVENUE

(Street)

PITTSBURGH PENNSYLVANIA 15219

(City) (State) (Zip)

UNITED STATES

(Country)

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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/23/2026

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

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

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

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

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
Dividend Equivalent Rights	(1)	03/23/2026		A		50		(1)	(1)	Common Stock	50	$0	300.151	D
Dividend Equivalent Rights	(2)	03/23/2026		A		25.35		(3)	(3)	Common Stock	25.35	$0	325.501	D

Explanation of Responses:

1. The dividend equivalent rights ("DERs") accrued with respect to additional time-based restricted stock units ("RSUs") credited to the reporting person with respect to RSUs granted on May 8, 2025. Each DER is the economic equivalent of one share of Koppers Holdings Inc. common stock.

2. The DERs accrued with respect to additional RSUs credited to the reporting person with respect to deferred compensation. Each DER is the economic equivalent of one share of Koppers Holdings Inc. common stock.

3. Once released, the RSUs corresponding to these DERs will become payable according to the election of payment designation that was filed by the reporting person subject to the Koppers Holdings Inc. Director Deferred Compensation Plan (the "Plan"). Such payment will be either lump sum or in annual installments commencing on the May 31st next following the reporting person's separation from service (as defined under the Plan) or, if later, and elected by the reporting person at the time he/she first elects to defer any payment under the Plan, May 31st of the year specified by the reporting person.

Remarks:

	/s/ Stephanie L. Apostolou, Attorney in Fact	03/25/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Koppers (KOP) director David L. Motley report?

David L. Motley reported awards of dividend equivalent rights as compensation. He received 50.0000 and 25.3500 rights tied to restricted stock units, each economically equal to one Koppers common share and payable according to his deferred compensation elections.

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

Dividend equivalent rights (DERs) are instruments economically equivalent to one Koppers common share. In this filing, they accrued on additional restricted stock units credited to the director, mirroring dividends that would be paid on underlying shares over time.

How many dividend equivalent rights does the Koppers (KOP) director hold after this transaction?

After these awards, David L. Motley holds 325.5010 dividend equivalent rights. This reflects the cumulative balance following the two new grants of 50.0000 and 25.3500 rights reported as compensation-related acquisitions on the Form 4.

How are the Koppers (KOP) dividend equivalent rights linked to restricted stock units?

The dividend equivalent rights accrued on additional time-based restricted stock units and RSUs from deferred compensation. Each DER corresponds to one common share tied to RSUs granted on May 8, 2025 and to deferred amounts credited under the director plan.

When will Koppers (KOP) director David L. Motley receive payment for these RSUs and DERs?

Payments tied to these RSUs and their dividend equivalent rights will follow the director’s prior elections. They are payable in a lump sum or annual installments starting on May 31 after his separation from service, or a later May 31 year he previously specified.