Koppers (NYSE: KOP) officer details RSU grants, PSU vesting and tax share surrender

Rhea-AI Filing Summary

Koppers Holdings Inc. reported insider equity transactions by a company officer serving as VP, Information Technology. The filing shows multiple stock and equity award movements dated January 2 and January 5, 2026. On January 5, the officer acquired 2,396 shares of common stock at $0 per share in connection with equity awards, and separately acquired additional shares through the release of performance-based awards and dividend equivalent rights. The officer also surrendered 2,032 shares at $26.93 per share to cover tax withholding on vesting restricted stock units and performance share units.

In the derivative table, the officer received new restricted stock units and dividend equivalent rights that convert into common stock on a one-for-one basis. The filing notes that performance criteria for performance share units granted in 2023 and 2025 have been satisfied, and that certain restricted stock units remain subject to continued service and a total shareholder return cap through future performance periods.

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^*

Lovalekar Tushar

(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)
	VP, Information Technology

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		2,396	A	$0	16,321.75	D
Common Stock	01/05/2026		M		1,489	A	(2)	17,810.75	D
Common Stock	01/05/2026		M		85(3)	A	$0(3)	17,895.75	D
Common Stock	01/05/2026		F		2,032	D	$26.93(4)	15,863.75	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	(2)	01/02/2026		A		368		(5)	(5)	Common Stock	368	$0	1,489	D
Restricted Stock Units	(2)	01/02/2026		A		316		(6)	(6)	Common Stock	316	$0	316	D
Dividend Equivalent Rights	(7)	01/02/2026		A		10		(7)	(7)	Common Stock	10	$0	118	D
Restricted Stock Units	(2)	01/05/2026		M			1,489	(8)	(8)	Common Stock	1,489	$0	0	D
Dividend Equivalent Rights	(9)	01/05/2026		M			85(9)	(9)	(9)	Common Stock	85	$0	33	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. Restricted stock units convert into common stock on a one-for-one basis.

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
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FAQ

What insider activity did Koppers Holdings Inc. (KOP) disclose in this filing?

The filing discloses equity transactions by a Koppers Holdings Inc. officer, including acquisitions of common stock tied to restricted stock units and performance share units, as well as shares surrendered to cover tax withholding on vesting awards.

How many Koppers (KOP) shares were surrendered for taxes by the officer?

The officer surrendered 2,032 shares of Koppers Holdings Inc. common stock at $26.93 per share as payment for tax withholding related to the vesting of restricted stock units and performance share units.

What new Koppers (KOP) equity awards were granted to the officer?

The officer was awarded time-based restricted stock units on January 5, 2026, which vest in annual installments of 25 percent over four years, and also received additional restricted stock units and dividend equivalent rights that are economically equivalent to Koppers common stock.

How do the Koppers (KOP) restricted stock units convert into common stock?

The filing states that restricted stock units convert into Koppers Holdings Inc. common stock on a one-for-one basis, meaning each unit corresponds to one share of common stock upon settlement.

What performance share units (PSUs) milestones were met for Koppers (KOP)?

The filing notes that performance criteria were satisfied for PSUs granted on January 4, 2023 for a three-year period from January 1, 2023 through December 31, 2025, and for PSUs granted on January 3, 2025 for a one-year period from January 1, 2025 through December 31, 2025.

Are there caps or conditions on future vesting of Koppers (KOP) units?

Yes. Certain restricted stock units are subject to continued service through January 5, 2028, and if the company’s total shareholder return for the three-year period from January 1, 2025 through December 31, 2027 is negative, the cumulative number of units that may vest for that period will be capped at 150% of the target number.

What are dividend equivalent rights (DERs) in this Koppers (KOP) filing?

Dividend equivalent rights accrued with respect to performance share units granted in prior years. Each DER is described as the economic equivalent of one share of Koppers Holdings Inc. common stock and can result in additional shares upon release.