Koppers (NYSE: KOP) officer receives RSUs and settles taxes in shares

Rhea-AI Filing Summary

Koppers Holdings Inc. officer Stephanie L. Apostolou, Chief Legal & Sustainability Officer and Secretary, reported multiple equity transactions in early 2026. On January 5, 2026, she was awarded 9,876 time-based restricted stock units (RSUs)

On the same date, previously granted performance share units (PSUs) and related dividend equivalent rights (DERs) that had met performance criteria were converted, adding 4,666 and 240 shares of common stock, respectively. She then surrendered 5,757 shares at $26.93 per share to cover tax withholding on vesting RSUs and PSUs. Following these transactions, she directly beneficially owned 58,902 shares of Koppers common stock.

01/06/2026 - 06:02 PM

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)
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		9,876	A	$0	59,753(2)	D
Common Stock	01/05/2026		M		4,666	A	(3)	64,419	D
Common Stock	01/05/2026		M		240(4)	A	$0(4)	64,659	D
Common Stock	01/05/2026		F		5,757	D	$26.93(5)	58,902	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	(3)	01/02/2026		A		1,153		(6)	(6)	Common Stock	1,153	$0	4,666	D
Restricted Stock Units	(3)	01/02/2026		A		1,335		(7)	(7)	Common Stock	1,335	$0	1,335	D
Dividend Equivalent Rights	(8)	01/02/2026		A		39		(8)	(8)	Common Stock	39	$0	388	D
Restricted Stock Units	(3)	01/05/2026		M			4,666	(9)	(9)	Common Stock	4,666	$0	0	D
Dividend Equivalent Rights	(10)	01/05/2026		M			240(10)	(10)	(10)	Common Stock	240	$0	148	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. Includes 828 shares of Koppers Holdings Inc. common stock acquired pursuant to the Koppers Holdings Inc. Employee Stock Purchase Plan on March 31, 2025 and June 30, 2025. These acquisitions were exempt under both Rule 16b-3(c) and Rule 16b-3(d).

3. Restricted stock units convert into common stock on a one-for-one basis.

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

5. 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").

6. 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.

7. 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.

8. 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.

9. 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.

10. 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:

	Stephanie L. Apostolou	01/06/2026
	** 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).
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FAQ

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

Stephanie L. Apostolou reported receiving 9,876 RSUs, conversions of previously granted performance share units and dividend equivalent rights into common stock, and the surrender of 5,757 shares to cover tax withholding, all in early January 2026.

How many restricted stock units did the Koppers (KOP) officer receive?

On January 5, 2026, she was awarded 9,876 time-based RSUs, which will vest in annual installments of 25% over four years and convert into common stock on a one-for-one basis.

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

After the reported transactions on January 5, 2026, Stephanie L. Apostolou directly beneficially owned 58,902 shares of Koppers Holdings Inc. common stock.

Why were 5,757 Koppers (KOP) shares surrendered by the reporting person?

The 5,757 shares of Koppers common stock were surrendered to the issuer at $26.93 per share as payment for tax withholding related to the vesting of RSUs and performance share units.

What performance share units and dividend equivalent rights were involved for Koppers (KOP)?

Previously granted PSUs from January 4, 2023 and January 3, 2025 satisfied performance criteria, leading to conversions reported in both tables, along with related dividend equivalent rights, each treated as the economic equivalent of one share of Koppers common stock.

How do the new Koppers (KOP) RSUs vest for the reporting officer?

The 9,876 RSUs awarded on January 5, 2026 vest in four equal annual installments of 25% each, subject to continued service through January 5, 2028, with certain units also subject to total shareholder return performance conditions.