Koppers (NYSE: KOP) President & CTO reports RSU grants and share surrenders

Rhea-AI Filing Summary

Koppers Holdings Inc. reported insider equity awards and share transactions for its President and CTO. The executive filed a statement covering activity dated January 2 and January 5, 2026, mainly involving restricted stock units (RSUs), performance share units (PSUs) and related dividend equivalent rights (DERs).

On January 5, 2026, the executive acquired 21,724 shares of common stock at $0 per share, and additional shares were acquired through the release of DERs. Some derivative awards granted earlier had their performance criteria satisfied, leading to the conversion of RSUs and PSUs into common stock on a one-for-one basis. To cover tax withholding on vesting RSUs and PSUs, 13,658 shares were surrendered at $26.93 per share.

Following these transactions, the executive beneficially owned 159,256.738 shares of Koppers common stock directly. Newly awarded time-based RSUs granted on January 5, 2026 will vest in annual 25% installments over four years, subject to continued service and total shareholder return conditions described in the filing.

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^*

Sullivan James A.

(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)
	President and CTO

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		21,724	A	$0	159,850.738	D
Common Stock	01/05/2026		M		12,442	A	(2)	172,292.738	D
Common Stock	01/05/2026		M		622(3)	A	$0(3)	172,914.738	D
Common Stock	01/05/2026		F		13,658	D	$26.93(4)	159,256.738	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		3,074		(5)	(5)	Common Stock	3,074	$0	12,442	D
Restricted Stock Units	(2)	01/02/2026		A		3,426		(6)	(6)	Common Stock	3,426	$0	3,426	D
Dividend Equivalent Rights	(7)	01/02/2026		A		107		(7)	(7)	Common Stock	107	$0	916	D
Restricted Stock Units	(2)	01/05/2026		M			12,442	(8)	(8)	Common Stock	12,442	$0	0	D
Dividend Equivalent Rights	(9)	01/05/2026		M			622(9)	(9)	(9)	Common Stock	622	$0	294	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
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FAQ

What insider transactions did Koppers (KOP) report for its President and CTO?

The President and CTO reported multiple equity transactions on January 2 and January 5, 2026, including grants and vesting of restricted stock units (RSUs), performance share units (PSUs), related dividend equivalent rights (DERs), and shares surrendered to cover tax withholding.

How many Koppers (KOP) shares did the executive acquire and at what price?

The executive acquired 21,724 shares of Koppers common stock on January 5, 2026 at a price of $0 per share, reflecting shares issued from equity awards rather than open-market purchases.

How many Koppers (KOP) shares were surrendered for tax withholding?

The filing states that 13,658 shares of Koppers common stock were surrendered to the issuer at a price of $26.93 per share as payment for tax withholding related to the vesting of RSUs and PSUs.

What is the executive’s Koppers (KOP) share ownership after these transactions?

After all reported transactions, the executive beneficially owned 159,256.738 shares of Koppers Holdings Inc. common stock directly.

How do Koppers (KOP) restricted stock units and PSUs convert into common stock?

The filing explains that restricted stock units convert into Koppers common stock on a one-for-one basis. Certain PSUs also convert to common stock once specified performance criteria over defined performance periods have been satisfied.

What are the vesting terms of the new RSUs granted by Koppers (KOP)?

The executive was awarded time-based RSUs on January 5, 2026 that vest in annual installments of 25% over four years, subject to continued service through January 5, 2028 and total shareholder return conditions described for the three-year period beginning January 1, 2025.

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

The filing states that each DER is the economic equivalent of one share of Koppers common stock and that DERs accrued with respect to PSUs granted on January 4, 2023 and January 3, 2025, as well as RSUs and PSUs granted on several prior dates.