Koppers (NYSE: KOP) CEO reports PSU vesting, share grants and tax shares

Rhea-AI Filing Summary

Koppers Holdings CEO M. Leroy Ball reported equity-based compensation activity tied to earlier performance awards. He received a grant of 50,025 shares of common stock and 1,215 dividend equivalent rights, then exercised 1,215 dividend equivalent rights into common shares. In connection with the vesting of performance share units granted on January 4, 2023 for a measurement period from January 1, 2023 through December 31, 2025, he surrendered 22,236 common shares at $37.24 per share to cover tax withholding. After these transactions, he directly holds 456,548.4007 shares of common stock and 454 dividend equivalent rights.

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^*

BALL M LEROY

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

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		50,025	A	$0	477,569.4007	D
Common Stock	02/26/2026		M		1,215(2)	A	$0(2)	478,784.4007	D
Common Stock	02/26/2026		F		22,236	D	$37.24(3)	456,548.4007	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		1,215		(4)	(4)	Common Stock	1,215	$0	1,669	D
Dividend Equivalent Rights	(5)	02/26/2026		M			1,215(5)	(5)	(5)	Common Stock	1,215	$0	454	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:

	/s/ Stephanie L. Apostolou, Attorney in Fact	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).
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FAQ

What did Koppers (KOP) CEO M. Leroy Ball report in this Form 4?

M. Leroy Ball reported equity compensation activity, including grants and conversions of performance-based awards. He received 50,025 common shares, dividend equivalent rights, and converted some rights into shares, while surrendering others to cover tax withholding obligations on vested performance share units.

How many Koppers (KOP) shares did the CEO receive and surrender?

He received a grant of 50,025 common shares and 1,215 dividend equivalent rights, then exercised 1,215 rights into common shares. He surrendered 22,236 common shares at $37.24 per share to the company to satisfy tax withholding related to vesting performance share units.

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

Dividend equivalent rights, or DERs, are instruments economically equivalent to Koppers common stock. They accrued on performance share units granted January 4, 2023 and were released on a one-for-one basis into shares as those performance share units vested after meeting performance criteria.

What performance awards triggered the Koppers (KOP) CEO’s share activity?

The activity relates to performance share units granted January 4, 2023. Their performance criteria for the measurement period from January 1, 2023 through December 31, 2025 were satisfied, leading to vesting, release of dividend equivalent rights, share delivery, and share surrender for tax withholding.

How many Koppers (KOP) shares and rights does the CEO hold after the transactions?

After the reported transactions, M. Leroy Ball directly holds 456,548.4007 shares of Koppers common stock and 454 dividend equivalent rights. These holdings reflect the grants, conversions, and shares surrendered to cover tax withholding tied to the vested performance share units.

Was the Koppers (KOP) CEO’s share disposition an open-market sale?

No, the disposition was reported with code “F,” meaning shares were surrendered to the issuer. The 22,236 common shares were delivered back to Koppers at $37.24 per share specifically to pay tax withholding on the vesting of performance share units.