Koppers (NYSE: KOP) CFO details PSU vesting and insider share changes

Rhea-AI Filing Summary

Koppers Holdings Inc. reported equity award activity for its Chief Financial Officer. On January 2, 2026, the officer received 1,201 restricted stock units tied to performance share units granted on January 4, 2023 and 1,210 restricted stock units tied to performance share units granted on January 3, 2025, plus 38 dividend equivalent rights, each equal in value to one common share. These units vest based on continued service through January 5, 2028 and are subject to a cap if total shareholder return for the three-year period starting January 1, 2025 is negative.

On January 5, 2026, 4,860 performance share units and 240 related dividend equivalent rights converted into common stock, while 5,694 shares were surrendered to Koppers to cover tax withholding on vesting awards at a price of $26.93 per share. After these transactions, the officer directly beneficially owned 41,050 shares of Koppers common stock.

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
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^*

Smith Jimmi Sue

(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 Financial Officer

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	01/05/2026		M		4,860	A	(1)	46,504(2)	D
Common Stock	01/05/2026		M		240(3)	A	$0(3)	46,744	D
Common Stock	01/05/2026		F		5,694	D	$26.93(4)	41,050	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	(1)	01/02/2026		A		1,201		(5)	(5)	Common Stock	1,201	$0	4,860	D
Restricted Stock Units	(1)	01/02/2026		A		1,210		(6)	(6)	Common Stock	1,210	$0	1,210	D
Dividend Equivalent Rights	(7)	01/02/2026		A		38		(7)	(7)	Common Stock	38	$0	366	D
Restricted Stock Units	(1)	01/05/2026		M			4,860	(8)	(8)	Common Stock	4,860	$0	0	D
Dividend Equivalent Rights	(9)	01/05/2026		M			240(9)	(9)	(9)	Common Stock	240	$0	126	D

Explanation of Responses:

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

2. Includes 790 shares of Koppers Holdings Inc. common stock acquired pursuant to the Koppers Holdings Inc. Employee Stock Purchase Plan on December 31, 2024, March 31, 2025, June 30, 2025, and September 30, 2025. These acquisitions were exempt under both Rule 16b-3(c) and Rule 16b-3(d).

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
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 transaction did Koppers (KOP) disclose for its CFO?

Koppers disclosed that its Chief Financial Officer received new restricted stock units and dividend equivalent rights tied to performance share units and had certain performance share units and related rights convert into common stock, along with shares surrendered for tax withholding.

How many Koppers (KOP) shares does the CFO own after these transactions?

Following the reported transactions, the Chief Financial Officer beneficially owned 41,050 shares of Koppers Holdings Inc. common stock directly.

What new equity awards did the Koppers (KOP) CFO receive?

On January 2, 2026, the CFO received 1,201 restricted stock units tied to performance share units granted on January 4, 2023, 1,210 restricted stock units tied to performance share units granted on January 3, 2025, and 38 dividend equivalent rights, each economically equivalent to one Koppers common share.

When do the newly reported Koppers (KOP) restricted stock units vest?

All of the restricted stock units reported vest based on the continued service of the reporting person through January 5, 2028, with a cap on the cumulative number that may vest if total shareholder return for the three-year period starting January 1, 2025 is negative.

What Koppers (KOP) performance share units vested in this report?

The report shows that 4,860 previously granted performance share units with a three-year performance period from January 1, 2023 through December 31, 2025 had their performance criteria satisfied and converted into common stock, along with 240 related dividend equivalent rights.

Why were some Koppers (KOP) shares surrendered by the CFO?

A total of 5,694 Koppers common shares were surrendered to the company as payment for tax withholding related to the vesting of restricted stock units and performance share units, at a price of $26.93 per share.