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Koppers (KOP) director awarded dividend equivalent rights under deferred compensation plan

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

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 an automatic grant of 20.663 dividend equivalent rights (DERs) tied to previously credited restricted stock units (RSUs) under a director deferred compensation plan. Each DER is economically equivalent to one share of Koppers common stock. Following this award, Motley holds 296.164 DERs, which will be payable in cash or stock according to his prior payment elections under the Koppers Director Deferred Compensation Plan, generally in a lump sum or installments after separation from service or on a future May 31 date elected under the plan.

Positive

  • None.

Negative

  • None.
Insider MOTLEY DAVID L
Role null
Type Security Shares Price Value
Grant/Award Dividend Equivalent Rights 20.663 $0.00 --
Holdings After Transaction: Dividend Equivalent Rights — 296.164 shares (Direct, null)
Footnotes (1)
  1. The dividend equivalent rights ("DERs") accrued with respect to additional 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. 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.
Dividend equivalent rights granted 20.663 rights Grant on 2026-06-15 classified as acquisition (code A)
Total DERs after transaction 296.164 rights Director’s cumulative dividend equivalent rights position following grant
Underlying common stock equivalents 20.663 shares Each DER is economically equivalent to one Koppers common share
Transaction price per DER $0.0000 per right Compensation-related award, not an open-market purchase
Dividend Equivalent Rights financial
"The dividend equivalent rights ("DERs") accrued with respect to additional restricted stock units"
Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.
restricted stock units financial
"accrued with respect to additional restricted stock units ("RSUs") credited to the reporting person"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
deferred compensation financial
"RSUs credited to the reporting person with respect to deferred compensation."
Deferred compensation is pay that employees or executives have earned now but will receive at a later date, such as delayed bonuses, retirement benefits, or stock grants. It matters to investors because it creates future obligations and shapes incentives—like a promise to pay later that can affect a company’s reported profits, cash needs and potential stock dilution—so it helps signal how a business manages costs and retains key people.
Director Deferred Compensation Plan financial
"subject to the Koppers Holdings Inc. Director Deferred Compensation Plan (the "Plan")."
separation from service financial
"commencing on the May 31st next following the reporting person's separation from service"
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
Estimated average burden
hours per response:0.5
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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Dividend Equivalent Rights(1)06/15/2026A20.663 (2) (2)Common Stock20.663$0296.164D
Explanation of Responses:
1. The dividend equivalent rights ("DERs") accrued with respect to additional 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 Fact06/17/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

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

Director David L. Motley reported receiving 20.663 dividend equivalent rights. These rights accrue automatically on deferred restricted stock units and mirror Koppers common stock value, reflecting routine director deferred compensation rather than an open-market stock purchase or sale.

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

Dividend equivalent rights (DERs) are awards economically equivalent to one share of Koppers common stock. They accrue on deferred restricted stock units, allowing directors to mirror dividends on underlying shares within the company’s deferred compensation framework, without an immediate cash transaction or stock issuance.

How many dividend equivalent rights does David L. Motley now hold at Koppers (KOP)?

After this award, David L. Motley holds 296.164 dividend equivalent rights. This total reflects cumulative DERs credited on his deferred restricted stock units, aligning his deferred compensation balance with dividends that would have been earned on equivalent common stock.

How will the reported Koppers (KOP) dividend equivalent rights be paid out?

The rights will be paid according to Motley’s existing elections under the Koppers Director Deferred Compensation Plan. Payment occurs in a lump sum or annual installments beginning on the May 31 following separation from service, or a later May 31 date he previously specified.

Does the Koppers (KOP) Form 4 show an open-market buy or sell by the director?

The Form 4 does not show an open-market buy or sell. It reports a grant of dividend equivalent rights as deferred compensation, classified as an acquisition (code A), which is a routine, non-market compensation-related adjustment for the director’s deferred RSU holdings.

What plan governs the Koppers (KOP) dividend equivalent rights granted to the director?

The dividend equivalent rights are governed by the Koppers Holdings Inc. Director Deferred Compensation Plan. Under this plan, RSUs and related DERs are deferred, and payments follow the director’s prior elections regarding timing and form, generally after separation from service.