Koppers Holdings (NYSE: KOP) director awarded dividend equivalent rights

Rhea-AI Filing Summary

Koppers Holdings Inc. reported that one of its directors acquired 28.343 dividend equivalent rights on 12/16/2025. These derivative securities relate to additional time-based restricted stock units credited as deferred compensation, and each right is the economic equivalent of one share of Koppers common stock.

After this accrual, the director beneficially owns 250.151 dividend equivalent rights, held directly. Under the company’s Director Deferred Compensation Plan, the restricted stock units associated with these rights will be paid in either a lump sum or annual installments according to the director’s prior payment elections after separation from service or on a specified May 31 date.

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

OMB Number:			3235-0287
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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 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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2025

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

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)	12/16/2025		A		28.343		(2)	(2)	Common Stock	28.343	$0	250.151	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 deferred compensation. Each DER is the economic equivalent of one share of Koppers Holdings Inc. common stock.

2. 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	12/17/2025
	** 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.

FAQ

What insider transaction was reported for Koppers Holdings (KOP)?

A Koppers Holdings director reported acquiring 28.343 dividend equivalent rights on 12/16/2025, linked to deferred time-based restricted stock units.

How many dividend equivalent rights does the Koppers Holdings director now hold?

Following the reported transaction, the director beneficially owns 250.151 dividend equivalent rights, held directly.

What are dividend equivalent rights in this Koppers Holdings filing?

The filing states that each dividend equivalent right (DER) is the economic equivalent of one share of Koppers Holdings Inc. common stock.

How are the related restricted stock units paid under the Koppers Director Deferred Compensation Plan?

The restricted stock units corresponding to these rights will be paid either in a lump sum or in annual installments, based on the director’s election, starting after separation from service or on a specified May 31 date.

Does this Koppers Holdings insider report indicate the director is a 10% owner?

No. The relationship section identifies the reporting person as a Director, with the 10% owner box not marked.

Did the Koppers Holdings director pay a price for these dividend equivalent rights?

In the derivative securities table, the price of the dividend equivalent rights is listed as $0, indicating they accrued without a cash payment.