[Form 4] Koppers Holdings Inc. Insider Trading Activity

Rhea-AI Filing Summary

David L. Motley, a director of Koppers Holdings Inc. (KOP), reported acquisition of 28.254 dividend equivalent rights (DERs) on 09/15/2025 tied to time-based restricted stock units (RSUs). Each DER equals the economic value of one share of Koppers common stock. The report shows 221.808 shares beneficially owned by the reporting person after the transaction. The filing states the DERs carry a $0 price and that RSU payments will be made per the Director Deferred Compensation Plan, either lump sum or in installments beginning the first May 31 after separation or a later date elected by the participant. The filing corrects prior reporting by including 25.518 DERs that were inadvertently omitted earlier.

Positive

• Correction of prior omission: filing adds 25.518 DERs that were previously not reported
• Transparency on deferred compensation: explains payment timing options under the Director Deferred Compensation Plan
• Clear disclosure of beneficial ownership: reports the reporting person holds 221.808 shares following the transaction

Negative

• Non-cash transaction: the DERs are reported at a $0 price, indicating no cash market activity to signal confidence
• Administrative lapse: 25.518 DERs were omitted previously, requiring correction

Insights

Securities Analyst

TL;DR Routine director compensation disclosure; small, non-cash accruals added and prior omission corrected.

The Form 4 documents a non-cash accrual of 28.254 dividend equivalent rights tied to deferred RSUs and reports total beneficial ownership of 221.808 shares for the reporting director. The transaction is compensation-related rather than an open-market purchase or sale, indicated by a price of $0 and the connection to the Director Deferred Compensation Plan. The inclusion of 25.518 previously unreported DERs is an administrative correction that clarifies prior ownership disclosures but is immaterial to capital structure and liquidity.

Corporate Governance Expert

TL;DR Filing is governance-compliant, correcting a prior omission and clarifying deferred compensation terms.

The submission shows the issuer and reporting person following Rule 16 reporting by disclosing dividend equivalent rights credited to time-based RSUs and specifying payout mechanics under the Plan. The $0 price and deferred payment elections reinforce that this reflects grant/accrual accounting rather than a market transaction. The corrected inclusion of 25.518 DERs improves transparency; no indication of broader governance concerns is present within the text provided.

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)
09/15/2025

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)	09/15/2025		A		28.254		(2)	(2)	Common Stock	28.254	$0	221.808(3)	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.

3. Includes 25.518 DERs that inadvertently were not previously reported.

Remarks:

	/s/ Stephanie L. Apostolou, Attorney in Fact	09/17/2025
	** 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 did the KOP Form 4 filed by David L. Motley report?

The Form 4 reported acquisition of 28.254 dividend equivalent rights (DERs) on 09/15/2025 and total beneficial ownership of 221.808 shares after the transaction.

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

The filing states each DER is the economic equivalent of one share of Koppers common stock and accrues with time-based RSUs.

Was any cash paid for the reported DERs on the KOP Form 4?

No; the filing shows a $0 price, reflecting that these are non-cash accruals tied to deferred compensation.

Does the filing change when the RSUs will be paid out?

No; it reiterates RSU payouts follow the Director Deferred Compensation Plan and will be paid either as a lump sum or in installments beginning the first May 31 after separation or a later elected date.

Why was an amendment or correction made in this Form 4 for KOP?

The Form 4 includes 25.518 DERs that were inadvertently not previously reported, correcting the ownership record.