Koppers (NYSE: KOP) legal chief awarded shares, uses stock for tax

Rhea-AI Filing Summary

Koppers Holdings Inc. chief legal and sustainability officer Stephanie L. Apostolou reported equity compensation activity tied to previously granted performance share units. She acquired 7,223 shares of common stock and related dividend equivalent rights, then surrendered 3,149 shares at $37.24 per share to cover tax withholding, leaving her with 63,150 directly held common shares.

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^*

Apostolou Stephanie 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal&Sus Officer & Sec.

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

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)	02/26/2026		A		7,223	A	$0	66,125	D
Common Stock	02/26/2026		M		174(2)	A	$0(2)	66,299	D
Common Stock	02/26/2026		F		3,149	D	$37.24(3)	63,150	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
Dividend Equivalent Rights	(4)	02/26/2026		A		174		(4)	(4)	Common Stock	174	$0	322	D
Dividend Equivalent Rights	(5)	02/26/2026		M			174(5)	(5)	(5)	Common Stock	174	$0	148	D

Explanation of Responses:

1. On January 4, 2023, the reporting person was granted performance share units ("PSUs") for which the performance criteria for the measurement period from January 1, 2023 through December 31, 2025 have been satisfied.

2. Represents shares acquired upon release of dividend equivalent rights ("DERs"), as reported in Table II, on a one-for-one basis.

3. Shares surrendered to the issuer by the reporting person as payment for the tax withholding related to the vesting of PSUs.

4. The DERs accrued with respect to additional PSUs credited to the reporting person with respect to PSUs granted on January 4, 2023. Each DER is the economic equivalent of one share of Koppers Holdings Inc. common stock.

5. These DERs were released in connection with the vesting of PSUs granted on January 4, 2023. Each DER is the economic equivalent of one share of Koppers Holdings Inc. common stock.

Remarks:

	Stephanie L. Apostolou	03/02/2026
	** 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.

FAQ

What insider transactions did Koppers (KOP) report for Stephanie L. Apostolou?

Stephanie L. Apostolou reported equity compensation activity, including grants of common stock and dividend equivalent rights plus exercises of those rights. She also surrendered shares to satisfy tax withholding tied to the vesting of performance share units granted on January 4, 2023.

How many Koppers (KOP) shares did Stephanie L. Apostolou acquire in this Form 4?

She acquired 7,223 shares of Koppers common stock through a grant and an additional 174 shares through the release and exercise of dividend equivalent rights. These transactions stem from performance share units whose performance criteria had been satisfied for the 2023–2025 measurement period.

How many Koppers (KOP) shares were surrendered for taxes in this filing?

The filing shows 3,149 shares of Koppers common stock were surrendered to the issuer to pay tax withholding on vested performance share units. This tax-withholding disposition used a transaction price of $37.24 per share, as disclosed in the reported transaction details.

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

Dividend equivalent rights are awards economically equivalent to one share of Koppers common stock. In this filing, DERs accrued on performance share units granted January 4, 2023 and were released and converted into common shares upon vesting of those performance share units.

How many Koppers (KOP) shares does Stephanie L. Apostolou hold after these transactions?

After the reported transactions, Stephanie L. Apostolou directly holds 63,150 shares of Koppers common stock. This figure reflects grants, conversion of dividend equivalent rights, and the surrender of shares used to satisfy related tax withholding obligations on vested performance share units.

What performance period was tied to the Koppers (KOP) performance share units in this Form 4?

The performance share units were granted on January 4, 2023 and measured performance from January 1, 2023 through December 31, 2025. The filing states that performance criteria for this period have been satisfied, triggering vesting and related share and dividend equivalent right activity.